--- kind: "section" citation: "12 U.S.C. § 4617" title: "12" title_heading: "Banks and Banking" number: "4617" heading: "Authority over critically undercapitalized regulated entities" release: "119-102" date: "2026-07-12" url: "https://uscodex.org/usc/12/4617" units: - "Chapter 46 — Government Sponsored Enterprises" - "Subchapter II — Required Capital Levels for Regulated Entities, Special Enforcement Powers, and Reviews of Assets and Liabilities" --- # §4617. Authority over critically undercapitalized regulated entities - (a) **Appointment of the Agency as conservator or receiver—** - (1) **In general—** Notwithstanding any other provision of Federal or [State](/usc/12/4502.md?p=22) law, the [Director](/usc/12/4502.md?p=9) may appoint the [Agency](/usc/12/4502.md?p=2) as conservator or receiver for a [regulated entity](/usc/12/4502.md?p=20) in the manner provided under paragraph [(2)](#a-2) or [(4)](#a-4). All references to the conservator or receiver under this section are references to the [Agency](/usc/12/4502.md?p=2) acting as conservator or receiver. - (2) **Discretionary appointment—** The [Agency](/usc/12/4502.md?p=2) may, at the discretion of the [Director](/usc/12/4502.md?p=9), be appointed conservator or receiver for the purpose of reorganizing, rehabilitating, or winding up the affairs of a [regulated entity](/usc/12/4502.md?p=20). - (3) **Grounds for discretionary appointment of conservator or receiver—** The grounds for appointing conservator or receiver for any [regulated entity](/usc/12/4502.md?p=20) under [paragraph (2)](#a-2) are as follows: - (A) **Assets insufficient for obligations—** The assets of the [regulated entity](/usc/12/4502.md?p=20) are less than the obligations of the [regulated entity](/usc/12/4502.md?p=20) to its creditors and others. - (B) **Substantial dissipation—** Substantial dissipation of assets or earnings due to— - (i) any [violation](/usc/12/4502.md?p=25) of any provision of Federal or [State](/usc/12/4502.md?p=22) law; or - (ii) any unsafe or unsound practice. - (C) **Unsafe or unsound condition—** An unsafe or unsound condition to transact business. - (D) **Cease and desist orders—** Any willful [violation](/usc/12/4502.md?p=25) of a cease and desist order that has become final. - (E) **Concealment—** Any concealment of the books, papers, records, or assets of the [regulated entity](/usc/12/4502.md?p=20), or any refusal to submit the books, papers, records, or affairs of the [regulated entity](/usc/12/4502.md?p=20), for inspection to any examiner or to any lawful agent of the [Director](/usc/12/4502.md?p=9). - (F) **Inability to meet obligations—** The [regulated entity](/usc/12/4502.md?p=20) is likely to be unable to pay its obligations or meet the demands of its creditors in the normal course of business. - (G) **Losses—** The [regulated entity](/usc/12/4502.md?p=20) has incurred or is likely to incur losses that will deplete all or substantially all of its capital, and there is no reasonable prospect for the [regulated entity](/usc/12/4502.md?p=20) to become adequately capitalized (as defined in [section 4614(a)(1) of this title](/usc/12/4614.md?p=a-1)). - (H) **Violations of law—** Any [violation](/usc/12/4502.md?p=25) of any law or regulation, or any unsafe or unsound practice or condition that is likely to— - (i) cause insolvency or substantial dissipation of assets or earnings; or - (ii) weaken the condition of the [regulated entity](/usc/12/4502.md?p=20). - (I) **Consent—** The [regulated entity](/usc/12/4502.md?p=20), by resolution of its [board](/usc/12/4502.md?p=4) of [directors](/usc/12/4502.md?p=9) or its shareholders or members, consents to the appointment. - (J) **Undercapitalization—** The [regulated entity](/usc/12/4502.md?p=20) is undercapitalized or significantly undercapitalized (as defined in [section 4614(a)(3) of this title](/usc/12/4614.md?p=a-3)), and— - (i) has no reasonable prospect of becoming adequately capitalized; - (ii) fails to become adequately capitalized, as required by— - (I) [section 4615(a)(1) of this title](/usc/12/4615.md?p=a-1) with respect to a [regulated entity](/usc/12/4502.md?p=20); or - (II) [section 4616(a)(1) of this title](/usc/12/4616.md?p=a-1) with respect to a significantly undercapitalized [regulated entity](/usc/12/4502.md?p=20); - (iii) fails to submit a capital restoration plan acceptable to the [Agency](/usc/12/4502.md?p=2) within the time prescribed under [section 4622 of this title](/usc/12/4622.md); or - (iv) materially fails to implement a capital restoration plan submitted and accepted under [section 4622 of this title](/usc/12/4622.md). - (K) **Critical undercapitalization—** The [regulated entity](/usc/12/4502.md?p=20) is critically undercapitalized, as defined in [section 4614(a)(4) of this title](/usc/12/4614.md?p=a-4). - (L) **Money laundering—** The Attorney General notifies the [Director](/usc/12/4502.md?p=9) in writing that the [regulated entity](/usc/12/4502.md?p=20) has been found guilty of a criminal offense under section [1956](/usc/18/1956.md) or [1957](/usc/18/1957.md) of title 18 or section 5322 or 5324 of title 31. - (4) **Mandatory receivership—** - (A) **In general—** The [Director](/usc/12/4502.md?p=9) shall appoint the [Agency](/usc/12/4502.md?p=2) as receiver for a [regulated entity](/usc/12/4502.md?p=20) if the [Director](/usc/12/4502.md?p=9) determines, in writing, that— - (i) the assets of the [regulated entity](/usc/12/4502.md?p=20) are, and during the preceding 60 calendar days have been, less than the obligations of the [regulated entity](/usc/12/4502.md?p=20) to its creditors and others; or - (ii) the [regulated entity](/usc/12/4502.md?p=20) is not, and during the preceding 60 calendar days has not been, generally paying the debts of the [regulated entity](/usc/12/4502.md?p=20) (other than debts that are the subject of a bona fide dispute) as such debts become due. - (B) **Periodic determination required for critically undercapitalized regulated entity—** If a [regulated entity](/usc/12/4502.md?p=20) is critically undercapitalized, the [Director](/usc/12/4502.md?p=9) shall make a determination, in writing, as to whether the [regulated entity](/usc/12/4502.md?p=20) meets the criteria specified in clause [(i)](#a-4-A-i) or [(ii)](#a-4-A-ii) of subparagraph (A)— - (i) not later than 30 calendar days after the [regulated entity](/usc/12/4502.md?p=20) initially becomes critically undercapitalized; and - (ii) at least once during each succeeding 30-calendar day period. - (C) **Determination not required if receivership already in place—** [Subparagraph (B)](#a-4-B) does not apply with respect to a [regulated entity](/usc/12/4502.md?p=20) in any period during which the [Agency](/usc/12/4502.md?p=2) serves as receiver for the [regulated entity](/usc/12/4502.md?p=20). - (D) **Receivership terminates conservatorship—** The appointment of the [Agency](/usc/12/4502.md?p=2) as receiver of a [regulated entity](/usc/12/4502.md?p=20) under this section shall immediately terminate any conservatorship established for the [regulated entity](/usc/12/4502.md?p=20) under this chapter. - (5) **Judicial review—** - (A) **In general—** If the [Agency](/usc/12/4502.md?p=2) is appointed conservator or receiver under this section, the [regulated entity](/usc/12/4502.md?p=20) may, within 30 days of such appointment, bring an action in the United States district court for the judicial district in which the home office of such [regulated entity](/usc/12/4502.md?p=20) is located, or in the United States District Court for the District of Columbia, for an order requiring the [Agency](/usc/12/4502.md?p=2) to remove itself as conservator or receiver. - (B) **Review—** Upon the filing of an action under [subparagraph (A)](#a-5-A), the court shall, upon the merits, dismiss such action or direct the [Agency](/usc/12/4502.md?p=2) to remove itself as such conservator or receiver. - (6) **Directors not liable for acquiescing in appointment of conservator or receiver—** The members of the [board](/usc/12/4502.md?p=4) of [directors](/usc/12/4502.md?p=9) of a [regulated entity](/usc/12/4502.md?p=20) shall not be liable to the shareholders or creditors of the [regulated entity](/usc/12/4502.md?p=20) for acquiescing in or consenting in good faith to the appointment of the [Agency](/usc/12/4502.md?p=2) as conservator or receiver for that [regulated entity](/usc/12/4502.md?p=20). - (7) **Agency not subject to any other Federal agency—** When acting as conservator or receiver, the [Agency](/usc/12/4502.md?p=2) shall not be subject to the direction or supervision of any other [agency](/usc/12/4502.md?p=2) of the United States or any [State](/usc/12/4502.md?p=22) in the exercise of the rights, powers, and privileges of the [Agency](/usc/12/4502.md?p=2). - (b) **Powers and duties of the Agency as conservator or receiver—** - (1) **Rulemaking authority of the agency—** The [Agency](/usc/12/4502.md?p=2) may prescribe such regulations as the [Agency](/usc/12/4502.md?p=2) determines to be appropriate regarding the conduct of conservatorships or receiverships. - (2) **General powers—** - (A) **Successor to regulated entity—** The [Agency](/usc/12/4502.md?p=2) shall, as conservator or receiver, and by operation of law, immediately succeed to— - (i) all rights, titles, powers, and privileges of the [regulated entity](/usc/12/4502.md?p=20), and of any stockholder, officer, or [director](/usc/12/4502.md?p=9) of such [regulated entity](/usc/12/4502.md?p=20) with respect to the [regulated entity](/usc/12/4502.md?p=20) and the assets of the [regulated entity](/usc/12/4502.md?p=20); and - (ii) title to the books, records, and assets of any other legal custodian of such [regulated entity](/usc/12/4502.md?p=20). - (B) **Operate the regulated entity—** The [Agency](/usc/12/4502.md?p=2) may, as conservator or receiver— - (i) take over the assets of and operate the [regulated entity](/usc/12/4502.md?p=20) with all the powers of the shareholders, the [directors](/usc/12/4502.md?p=9), and the officers of the [regulated entity](/usc/12/4502.md?p=20) and conduct all business of the [regulated entity](/usc/12/4502.md?p=20); - (ii) collect all obligations and money due the [regulated entity](/usc/12/4502.md?p=20); - (iii) perform all functions of the [regulated entity](/usc/12/4502.md?p=20) in the name of the [regulated entity](/usc/12/4502.md?p=20) which are consistent with the appointment as conservator or receiver; - (iv) preserve and conserve the assets and property of the [regulated entity](/usc/12/4502.md?p=20); and - (v) provide by contract for assistance in fulfilling any function, activity, action, or duty of the [Agency](/usc/12/4502.md?p=2) as conservator or receiver. - (C) **Functions of officers, directors, and shareholders of a regulated entity—** The [Agency](/usc/12/4502.md?p=2) may, by regulation or order, provide for the exercise of any function by any stockholder, [director](/usc/12/4502.md?p=9), or officer of any [regulated entity](/usc/12/4502.md?p=20) for which the [Agency](/usc/12/4502.md?p=2) has been named conservator or receiver. - (D) **Powers as conservator—** The [Agency](/usc/12/4502.md?p=2) may, as conservator, take such action as may be— - (i) necessary to put the [regulated entity](/usc/12/4502.md?p=20) in a sound and solvent condition; and - (ii) appropriate to carry on the business of the [regulated entity](/usc/12/4502.md?p=20) and preserve and conserve the assets and property of the [regulated entity](/usc/12/4502.md?p=20). - (E) **Additional powers as receiver—** In any case in which the [Agency](/usc/12/4502.md?p=2) is acting as receiver, the [Agency](/usc/12/4502.md?p=2) shall place the [regulated entity](/usc/12/4502.md?p=20) in liquidation and proceed to realize upon the assets of the [regulated entity](/usc/12/4502.md?p=20) in such manner as the [Agency](/usc/12/4502.md?p=2) deems appropriate, including through the sale of assets, the transfer of assets to a [limited-life regulated entity](/usc/12/4502.md?p=13) established under [subsection (i)](#i), or the exercise of any other rights or privileges granted to the [Agency](/usc/12/4502.md?p=2) under this paragraph. - (F) **Organization of new enterprise—** The [Agency](/usc/12/4502.md?p=2) may, as receiver for an [enterprise](/usc/12/4502.md?p=10), organize a successor [enterprise](/usc/12/4502.md?p=10) that will operate pursuant to [subsection (i)](#i). - (G) **Transfer or sale of assets and liabilities—** The [Agency](/usc/12/4502.md?p=2) may, as conservator or receiver, transfer or sell any asset or liability of the [regulated entity](/usc/12/4502.md?p=20) in [default](/usc/12/4502.md?p=8-A), and may do so without any approval, assignment, or consent with respect to such transfer or sale. - (H) **Payment of valid obligations—** The [Agency](/usc/12/4502.md?p=2), as conservator or receiver, shall, to the extent of proceeds realized from the performance of contracts or sale of the assets of a [regulated entity](/usc/12/4502.md?p=20), pay all valid obligations of the [regulated entity](/usc/12/4502.md?p=20) that are due and payable at the time of the appointment of the [Agency](/usc/12/4502.md?p=2) as conservator or receiver, in accordance with the prescriptions and limitations of this section. - (I) **Subpoena authority—** - (i) **In general—** - (I) **Agency authority—** The [Agency](/usc/12/4502.md?p=2) may, as conservator or receiver, and for purposes of carrying out any power, authority, or duty with respect to a [regulated entity](/usc/12/4502.md?p=20) (including determining any claim against the [regulated entity](/usc/12/4502.md?p=20) and determining and realizing upon any asset of any [person](/usc/12/5481.md?p=19) in the course of collecting money due the [regulated entity](/usc/12/4502.md?p=20)), exercise any power established under [section 4588 of this title](/usc/12/4588.md). - (II) **Applicability of law—** The provisions of [section 4588 of this title](/usc/12/4588.md) shall apply with respect to the exercise of any power under this subparagraph, in the same manner as such provisions apply under that section. - (ii) **Subpoena—** A subpoena or subpoena duces tecum may be issued under [clause (i)](#b-2-I-i) only by, or with the written approval of, the [Director](/usc/12/4502.md?p=9), or the designee of the [Director](/usc/12/4502.md?p=9). - (iii) **Rule of construction—** This subsection shall not be construed to limit any rights that the [Agency](/usc/12/4502.md?p=2), in any capacity, might otherwise have under section [4517](/usc/12/4517.md) or [4639](/usc/12/4639.md) of this title. - (J) **Incidental powers—** The [Agency](/usc/12/4502.md?p=2) may, as conservator or receiver— - (i) exercise all powers and authorities specifically granted to conservators or receivers, respectively, under this section, and such incidental powers as shall be necessary to carry out such powers; and - (ii) take any action authorized by this section, which the [Agency](/usc/12/4502.md?p=2) determines is in the best interests of the [regulated entity](/usc/12/4502.md?p=20) or the [Agency](/usc/12/4502.md?p=2). - (K) **Other provisions—** - (i) **Shareholders and creditors of failed regulated entity—** Notwithstanding any other provision of law, the appointment of the [Agency](/usc/12/4502.md?p=2) as receiver for a [regulated entity](/usc/12/4502.md?p=20) pursuant to paragraph [(2)](#a-2) or [(4)](#a-4) of subsection (a) and its succession, by operation of law, to the rights, titles, powers, and privileges described in [subsection (b)(2)(A)](#b-2-A) shall terminate all rights and claims that the stockholders and creditors of the [regulated entity](/usc/12/4502.md?p=20) may have against the assets or charter of the [regulated entity](/usc/12/4502.md?p=20) or the [Agency](/usc/12/4502.md?p=2) arising as a result of their status as stockholders or creditors, except for their right to payment, resolution, or other satisfaction of their claims, as permitted under subsections [(b)(9)](#b-9), [(c)](#c), and [(e)](#e). - (ii) **Assets of regulated entity—** Notwithstanding any other provision of law, for purposes of this section, the charter of a [regulated entity](/usc/12/4502.md?p=20) shall not be considered an asset of the [regulated entity](/usc/12/4502.md?p=20). - (3) **Authority of receiver to determine claims—** - (A) **In general—** The [Agency](/usc/12/4502.md?p=2) may, as receiver, determine claims in accordance with the requirements of this subsection and any regulations prescribed under [paragraph (4)](#b-4). - (B) **Notice requirements—** The receiver, in any case involving the liquidation or winding up of the affairs of a closed [regulated entity](/usc/12/4502.md?p=20), shall— - (i) promptly publish a notice to the creditors of the [regulated entity](/usc/12/4502.md?p=20) to present their claims, together with proof, to the receiver by a date specified in the notice which shall be not less than 90 days after the date of publication of such notice; and - (ii) republish such notice approximately 1 month and 2 months, respectively, after the date of publication under [clause (i)](#b-3-B-i). - (C) **Mailing required—** The receiver shall mail a notice similar to the notice published under [subparagraph (B)(i)](#b-3-B-i) at the time of such publication to any creditor shown on the books of the [regulated entity](/usc/12/4502.md?p=20)— - (i) at the last address of the creditor appearing in such books; or - (ii) upon discovery of the name and address of a claimant not appearing on the books of the [regulated entity](/usc/12/4502.md?p=20), within 30 days after the discovery of such name and address. - (4) **Rulemaking authority relating to determination of claims—** Subject to [subsection (c)](#c), the [Director](/usc/12/4502.md?p=9) may prescribe regulations regarding the allowance or disallowance of claims by the receiver and providing for administrative determination of claims and review of such determination. - (5) **Procedures for determination of claims—** - (A) **Determination period—** - (i) **In general—** Before the end of the 180-day period beginning on the date on which any claim against a [regulated entity](/usc/12/4502.md?p=20) is filed with the [Agency](/usc/12/4502.md?p=2) as receiver, the [Agency](/usc/12/4502.md?p=2) shall determine whether to allow or disallow the claim and shall notify the claimant of any determination with respect to such claim. - (ii) **Extension of time—** The period described in [clause (i)](#b-5-A-i) may be extended by a written agreement between the claimant and the [Agency](/usc/12/4502.md?p=2). - (iii) **Mailing of notice sufficient—** The requirements of [clause (i)](#b-5-A-i) shall be deemed to be satisfied if the notice of any determination with respect to any claim is mailed to the last address of the claimant which appears— - (I) on the books of the [regulated entity](/usc/12/4502.md?p=20); - (II) in the claim filed by the claimant; or - (III) in documents submitted in proof of the claim. - (iv) **Contents of notice of disallowance—** If any claim filed under [clause (i)](#b-5-A-i) is disallowed, the notice to the claimant shall contain— - (I) a statement of each reason for the disallowance; and - (II) the procedures available for obtaining [agency](/usc/12/4502.md?p=2) review of the determination to disallow the claim or judicial determination of the claim. - (B) **Allowance of proven claim—** The receiver shall allow any claim received on or before the date specified in the notice published under [paragraph (3)(B)(i)](#b-3-B-i) by the receiver from any claimant which is proved to the satisfaction of the receiver. - (C) **Disallowance of claims filed after filing period—** Claims filed after the date specified in the notice published under [paragraph (3)(B)(i)](#b-3-B-i), or the date specified under [paragraph (3)(C)](#b-3-C), shall be disallowed and such disallowance shall be final. - (D) **Authority to disallow claims—** - (i) **In general—** The receiver may disallow any portion of any claim by a creditor or claim of security, preference, or priority which is not proved to the satisfaction of the receiver. - (ii) **Payments to less than fully secured creditors—** In the case of a claim of a creditor against a [regulated entity](/usc/12/4502.md?p=20) which is secured by any property or other asset of such [regulated entity](/usc/12/4502.md?p=20), the receiver— - (I) may treat the portion of such claim which exceeds an amount equal to the fair market value of such property or other asset as an unsecured claim against the [regulated entity](/usc/12/4502.md?p=20); and - (II) may not make any payment with respect to such unsecured portion of the claim, other than in connection with the disposition of all claims of unsecured creditors of the [regulated entity](/usc/12/4502.md?p=20). - (iii) **Exceptions—** No provision of this paragraph shall apply with respect to— - (I) any extension of [credit](/usc/12/5481.md?p=7) from any Federal Reserve Bank, Federal Home Loan Bank, or the United States Treasury; or - (II) any security interest in the assets of the [regulated entity](/usc/12/4502.md?p=20) securing any such extension of [credit](/usc/12/5481.md?p=7). - (E) **No judicial review of determination pursuant to subparagraph (D)—** No court may review the determination of the [Agency](/usc/12/4502.md?p=2) under [subparagraph (D)](#b-5-D) to disallow a claim. - (F) **Legal effect of filing—** - (i) **Statute of limitation tolled—** For purposes of any applicable statute of limitations, the filing of a claim with the receiver shall constitute a commencement of an action. - (ii) **No prejudice to other actions—** Subject to [paragraph (10)](#b-10), the filing of a claim with the receiver shall not prejudice any right of the claimant to continue any action which was filed before the date of the appointment of the receiver, subject to the determination of claims by the receiver. - (6) **Provision for judicial determination of claims—** - (A) **In general—** The claimant may file suit on a claim (or continue an action commenced before the appointment of the receiver) in the district or territorial court of the United States for the district within which the principal place of business of the [regulated entity](/usc/12/4502.md?p=20) is located or the United States District Court for the District of Columbia (and such court shall have jurisdiction to hear such claim), before the end of the 60-day period beginning on the earlier of— - (i) the end of the period described in [paragraph (5)(A)(i)](#b-5-A-i) with respect to any claim against a [regulated entity](/usc/12/4502.md?p=20) for which the [Agency](/usc/12/4502.md?p=2) is receiver; or - (ii) the date of any notice of disallowance of such claim pursuant to [paragraph (5)(A)(i)](#b-5-A-i). - (B) **Statute of limitations—** A claim shall be deemed to be disallowed (other than any portion of such claim which was allowed by the receiver), and such disallowance shall be final, and the claimant shall have no further rights or remedies with respect to such claim, if the claimant fails, before the end of the 60-day period described under [subparagraph (A)](#b-6-A), to file suit on such claim (or continue an action commenced before the appointment of the receiver). - (7) **Review of claims—** - (A) **Other review procedures—** - (i) **In general—** The [Agency](/usc/12/4502.md?p=2) shall establish such alternative dispute resolution processes as may be appropriate for the resolution of claims filed under [paragraph (5)(A)(i)](#b-5-A-i). - (ii) **Criteria—** In establishing alternative dispute resolution processes, the [Agency](/usc/12/4502.md?p=2) shall strive for procedures which are expeditious, fair, independent, and low cost. - (iii) **Voluntary binding or nonbinding procedures—** The [Agency](/usc/12/4502.md?p=2) may establish both binding and nonbinding processes under this subparagraph, which may be conducted by any government or private party. All parties, including the claimant and the [Agency](/usc/12/4502.md?p=2), must agree to the use of the process in a particular case. - (B) **Consideration of incentives—** The [Agency](/usc/12/4502.md?p=2) shall seek to develop incentives for claimants to participate in the alternative dispute resolution process. - (8) **Expedited determination of claims—** - (A) **Establishment required—** The [Agency](/usc/12/4502.md?p=2) shall establish a procedure for expedited relief outside of the routine claims process established under [paragraph (5)](#b-5) for claimants who— - (i) allege the existence of legally valid and enforceable or perfected security interests in assets of any [regulated entity](/usc/12/4502.md?p=20) for which the [Agency](/usc/12/4502.md?p=2) has been appointed receiver; and - (ii) allege that irreparable injury will occur if the routine claims procedure is followed. - (B) **Determination period—** Before the end of the 90-day period beginning on the date on which any claim is filed in accordance with the procedures established under [subparagraph (A)](#b-8-A), the [Director](/usc/12/4502.md?p=9) shall— - (i) determine— - (I) whether to allow or disallow such claim; or - (II) whether such claim should be determined pursuant to the procedures established under [paragraph (5)](#b-5); and - (ii) notify the claimant of the determination, and if the claim is disallowed, provide a statement of each reason for the disallowance and the procedure for obtaining [agency](/usc/12/4502.md?p=2) review or judicial determination. - (C) **Period for filing or renewing suit—** Any claimant who files a request for expedited relief shall be permitted to file a suit, or to continue a suit filed before the date of appointment of the receiver, seeking a determination of the rights of the claimant with respect to such security interest after the earlier of— - (i) the end of the 90-day period beginning on the date of the filing of a request for expedited relief; or - (ii) the date on which the [Agency](/usc/12/4502.md?p=2) denies the claim. - (D) **Statute of limitations—** If an action described under [subparagraph (C)](#b-8-C) is not filed, or the motion to renew a previously filed suit is not made, before the end of the 30-day period beginning on the date on which such action or motion may be filed under [subparagraph (B)](#b-8-B), the claim shall be deemed to be disallowed as of the end of such period (other than any portion of such claim which was allowed by the receiver), such disallowance shall be final, and the claimant shall have no further rights or remedies with respect to such claim. - (E) **Legal effect of filing—** - (i) **Statute of limitation tolled—** For purposes of any applicable statute of limitations, the filing of a claim with the receiver shall constitute a commencement of an action. - (ii) **No prejudice to other actions—** Subject to [paragraph (10)](#b-10), the filing of a claim with the receiver shall not prejudice any right of the claimant to continue any action that was filed before the appointment of the receiver, subject to the determination of claims by the receiver. - (9) **Payment of claims—** - (A) **In general—** The receiver may, in the discretion of the receiver, and to the extent that funds are available from the assets of the [regulated entity](/usc/12/4502.md?p=20), pay creditor claims, in such manner and amounts as are authorized under this section, which are— - (i) allowed by the receiver; - (ii) approved by the [Agency](/usc/12/4502.md?p=2) pursuant to a final determination pursuant to paragraph [(7)](#b-7) or [(8)](#b-8); or - (iii) determined by the final judgment of any court of competent jurisdiction. - (B) **Agreements against the interest of the Agency—** No agreement that tends to diminish or defeat the interest of the [Agency](/usc/12/4502.md?p=2) in any asset acquired by the [Agency](/usc/12/4502.md?p=2) as receiver under this section shall be valid against the [Agency](/usc/12/4502.md?p=2) unless such agreement is in writing and executed by an authorized officer or representative of the [regulated entity](/usc/12/4502.md?p=20). - (C) **Payment of dividends on claims—** The receiver may, in the sole discretion of the receiver, pay from the assets of the [regulated entity](/usc/12/4502.md?p=20) dividends on proved claims at any time, and no liability shall attach to the [Agency](/usc/12/4502.md?p=2) by reason of any such payment, for failure to pay dividends to a claimant whose claim is not proved at the time of any such payment. - (D) **Rulemaking authority of the Director—** The [Director](/usc/12/4502.md?p=9) may prescribe such rules, including definitions of terms, as the [Director](/usc/12/4502.md?p=9) deems appropriate to establish a single uniform interest rate for, or to make payments of post-insolvency interest to creditors holding proven claims against the receivership estates of the [regulated entity](/usc/12/4502.md?p=20), following satisfaction by the receiver of the principal amount of all creditor claims. - (10) **Suspension of legal actions—** - (A) **In general—** After the appointment of a conservator or receiver for a [regulated entity](/usc/12/4502.md?p=20), the conservator or receiver may, in any judicial action or proceeding to which such [regulated entity](/usc/12/4502.md?p=20) is or becomes a party, request a stay for a period not to exceed— - (i) 45 days, in the case of any conservator; and - (ii) 90 days, in the case of any receiver. - (B) **Grant of stay by all courts required—** Upon receipt of a request by the conservator or receiver under [subparagraph (A)](#b-10-A) for a stay of any judicial action or proceeding in any court with jurisdiction of such action or proceeding, the court shall grant such stay as to all parties. - (11) **Additional rights and duties—** - (A) **Prior final adjudication—** The [Agency](/usc/12/4502.md?p=2) shall abide by any final unappealable judgment of any court of competent jurisdiction which was rendered before the appointment of the [Agency](/usc/12/4502.md?p=2) as conservator or receiver. - (B) **Rights and remedies of conservator or receiver—** In the event of any appealable judgment, the [Agency](/usc/12/4502.md?p=2) as conservator or receiver— - (i) shall have all of the rights and remedies available to the [regulated entity](/usc/12/4502.md?p=20) (before the appointment of such conservator or receiver) and the [Agency](/usc/12/4502.md?p=2), including removal to Federal court and all appellate rights; and - (ii) shall not be required to post any bond in order to pursue such remedies. - (C) **No attachment or execution—** No attachment or execution may issue by any court upon assets in the possession of the receiver, or upon the charter, of a [regulated entity](/usc/12/4502.md?p=20) for which the [Agency](/usc/12/4502.md?p=2) has been appointed receiver. - (D) **Limitation on judicial review—** Except as otherwise provided in this subsection, no court shall have jurisdiction over— - (i) any claim or action for payment from, or any action seeking a determination of rights with respect to, the assets or charter of any [regulated entity](/usc/12/4502.md?p=20) for which the [Agency](/usc/12/4502.md?p=2) has been appointed receiver; or - (ii) any claim relating to any act or omission of such [regulated entity](/usc/12/4502.md?p=20) or the [Agency](/usc/12/4502.md?p=2) as receiver. - (E) **Disposition of assets—** In exercising any right, power, privilege, or authority as conservator or receiver in connection with any sale or disposition of assets of a [regulated entity](/usc/12/4502.md?p=20) for which the [Agency](/usc/12/4502.md?p=2) has been appointed conservator or receiver, the [Agency](/usc/12/4502.md?p=2) shall conduct its operations in a manner which— - (i) maximizes the net present value return from the sale or disposition of such assets; - (ii) minimizes the amount of any loss realized in the resolution of cases; and - (iii) ensures adequate competition and fair and consistent treatment of offerors. - (12) **Statute of limitations for actions brought by conservator or receiver—** - (A) **In general—** Notwithstanding any provision of any contract, the applicable statute of limitations with regard to any action brought by the [Agency](/usc/12/4502.md?p=2) as conservator or receiver shall be— - (i) in the case of any contract claim, the longer of— - (I) the 6-year period beginning on the date on which the claim accrues; or - (II) the period applicable under [State](/usc/12/4502.md?p=22) law; and - (ii) in the case of any tort claim, the longer of— - (I) the 3-year period beginning on the date on which the claim accrues; or - (II) the period applicable under [State](/usc/12/4502.md?p=22) law. - (B) **Determination of the date on which a claim accrues—** For purposes of [subparagraph (A)](#b-12-A), the date on which the statute of limitations begins to run on any claim described in such subparagraph shall be the later of— - (i) the date of the appointment of the [Agency](/usc/12/4502.md?p=2) as conservator or receiver; or - (ii) the date on which the cause of action accrues. - (13) **Revival of expired state causes of action—** - (A) **In general—** In the case of any tort claim described under clause (ii) for which the statute of limitations applicable under [State](/usc/12/4502.md?p=22) law with respect to such claim has expired not more than 5 years before the appointment of the [Agency](/usc/12/4502.md?p=2) as conservator or receiver, the [Agency](/usc/12/4502.md?p=2) may bring an action as conservator or receiver on such claim without regard to the expiration of the statute of limitations applicable under [State](/usc/12/4502.md?p=22) law. - (B) **Claims described—** A tort claim referred to under clause (i) is a claim arising from fraud, intentional misconduct resulting in unjust enrichment, or intentional misconduct resulting in substantial loss to the [regulated entity](/usc/12/4502.md?p=20). - (14) **Accounting and recordkeeping requirements—** - (A) **In general—** The [Agency](/usc/12/4502.md?p=2) as conservator or receiver shall, consistent with the accounting and reporting practices and procedures established by the [Agency](/usc/12/4502.md?p=2), maintain a full accounting of each conservatorship and receivership or other disposition of a [regulated entity](/usc/12/4502.md?p=20) in [default](/usc/12/4502.md?p=8-A). - (B) **Annual accounting or report—** With respect to each conservatorship or receivership, the [Agency](/usc/12/4502.md?p=2) shall make an annual accounting or report available to the [Board](/usc/12/4502.md?p=4), the Comptroller General of the United States, the Committee on Banking, Housing, and Urban Affairs of the Senate, and the Committee on Financial Services of the House of Representatives. - (C) **Availability of reports—** Any report prepared under [subparagraph (B)](#b-14-B) shall be made available by the [Agency](/usc/12/4502.md?p=2) upon request to any shareholder of a [regulated entity](/usc/12/4502.md?p=20) or any member of the public. - (D) **Recordkeeping requirement—** After the end of the 6-year period beginning on the date on which the conservatorship or receivership is terminated by the [Director](/usc/12/4502.md?p=9), the [Agency](/usc/12/4502.md?p=2) may destroy any records of such [regulated entity](/usc/12/4502.md?p=20) which the [Agency](/usc/12/4502.md?p=2), in the discretion of the [Agency](/usc/12/4502.md?p=2), determines to be unnecessary, unless directed not to do so by a court of competent jurisdiction or governmental [agency](/usc/12/4502.md?p=2), or prohibited by law. - (15) **Fraudulent transfers—** - (A) **In general—** The [Agency](/usc/12/4502.md?p=2), as conservator or receiver, may avoid a transfer of any interest of an [entity-affiliated party](/usc/12/4502.md?p=11), or any [person](/usc/12/5481.md?p=19) determined by the conservator or receiver to be a debtor of the [regulated entity](/usc/12/4502.md?p=20), in property, or any obligation incurred by such party or [person](/usc/12/5481.md?p=19), that was made within 5 years of the date on which the [Agency](/usc/12/4502.md?p=2) was appointed conservator or receiver, if such party or [person](/usc/12/5481.md?p=19) voluntarily or involuntarily made such transfer or incurred such liability with the intent to hinder, delay, or defraud the [regulated entity](/usc/12/4502.md?p=20), the [Agency](/usc/12/4502.md?p=2), the conservator, or receiver. - (B) **Right of recovery—** To the extent a transfer is avoided under [subparagraph (A)](#b-15-A), the conservator or receiver may recover, for the benefit of the [regulated entity](/usc/12/4502.md?p=20), the property transferred, or, if a court so orders, the value of such property (at the time of such transfer) from— - (i) the initial transferee of such transfer or the [entity-affiliated party](/usc/12/4502.md?p=11) or [person](/usc/12/5481.md?p=19) for whose benefit such transfer was made; or - (ii) any immediate or mediate transferee of any such initial transferee. - (C) **Rights of transferee or obligee—** The conservator or receiver may not recover under [subparagraph (B)](#b-15-B) from— - (i) any transferee that takes for value, including satisfaction or securing of a present or antecedent debt, in good faith; or - (ii) any immediate or mediate good faith transferee of such transferee. - (D) **Rights under this paragraph—** The rights under this paragraph of the conservator or receiver described under [subparagraph (A)](#b-15-A) shall be superior to any rights of a trustee or any other party (other than any party which is a Federal [agency](/usc/12/4502.md?p=2)) under title 11. - (16) **Attachment of assets and other injunctive relief—** Subject to [paragraph (17)](#b-17), any court of competent jurisdiction may, at the request of the conservator or receiver, issue an order in accordance with [rule 65](/usc/12/65.md) of the Federal Rules of Civil Procedure, including an order placing the assets of any [person](/usc/12/5481.md?p=19) designated by the conservator or receiver under the control of the court, and appointing a trustee to hold such assets. - (17) **Standards of proof—** [Rule 65](/usc/12/65.md) of the Federal Rules of Civil Procedure shall apply with respect to any proceeding under [paragraph (16)](#b-16) without regard to the requirement of such rule that the applicant show that the injury, loss, or damage is irreparable and immediate. - (18) **Treatment of claims arising from breach of contracts executed by the conservator or receiver—** - (A) **In general—** Notwithstanding any other provision of this subsection, any final and unappealable judgment for monetary damages entered against the conservator or receiver for the breach of an agreement executed or approved in writing by the conservator or receiver after the date of its appointment, shall be paid as an administrative expense of the conservator or receiver. - (B) **No limitation of power—** Nothing in this paragraph shall be construed to limit the power of the conservator or receiver to exercise any rights under contract or law, including to terminate, breach, cancel, or otherwise discontinue such agreement. - (19) **General exceptions—** - (A) **Limitations—** The rights of the conservator or receiver appointed under this section shall be subject to the limitations on the powers of a receiver under sections [4402](/usc/12/4402.md) through [4407](/usc/12/4407.md) of this title.[^1] - (B) **Mortgages held in trust—** - (i) **In general—** Any [mortgage](/usc/12/1707.md?p=a), pool of [mortgages](/usc/12/1707.md?p=a), or interest in a pool of [mortgages](/usc/12/1707.md?p=a) held in trust, custodial, or [agency](/usc/12/4502.md?p=2) capacity by a [regulated entity](/usc/12/4502.md?p=20) for the benefit of any [person](/usc/12/5481.md?p=19) other than the [regulated entity](/usc/12/4502.md?p=20) shall not be available to satisfy the claims of creditors generally, except that nothing in this clause shall be construed to expand or otherwise affect the authority of any [regulated entity](/usc/12/4502.md?p=20). - (ii) **Holding of mortgages—** Any [mortgage](/usc/12/1707.md?p=a), pool of [mortgages](/usc/12/1707.md?p=a), or interest in a pool of [mortgages](/usc/12/1707.md?p=a) described in [clause (i)](#b-19-B-i) shall be held by the conservator or receiver appointed under this section for the beneficial owners of such [mortgage](/usc/12/1707.md?p=a), pool of [mortgages](/usc/12/1707.md?p=a), or interest in accordance with the terms of the agreement creating such trust, custodial, or other [agency](/usc/12/4502.md?p=2) arrangement. - (iii) **Liability of conservator or receiver—** The liability of the conservator or receiver appointed under this section for damages shall, in the case of any contingent or unliquidated claim relating to the [mortgages](/usc/12/1707.md?p=a) held in trust, be estimated in accordance with the regulations of the [Director](/usc/12/4502.md?p=9). - (c) **Priority of expenses and unsecured claims—** - (1) **In general—** Unsecured claims against a [regulated entity](/usc/12/4502.md?p=20), or the receiver therefor, that are proven to the satisfaction of the receiver shall have priority in the following order: - (A) Administrative expenses of the receiver. - (B) Any other general or senior liability of the [regulated entity](/usc/12/4502.md?p=20) (which is not a liability described under subparagraph [(C)](#c-1-C) or [(D)](#c-1-D).[^2] - (C) Any obligation subordinated to general creditors (which is not an obligation described under [subparagraph (D)](#c-1-D)). - (D) Any obligation to shareholders or members arising as a result of their status as shareholder or members. - (2) **Creditors similarly situated—** All creditors that are similarly situated under [paragraph (1)](#c-1) shall be treated in a similar manner, except that the receiver may take any action (including making payments) that does not comply with this subsection, if— - (A) the [Director](/usc/12/4502.md?p=9) determines that such action is necessary to maximize the value of the assets of the [regulated entity](/usc/12/4502.md?p=20), to maximize the present value return from the sale or other disposition of the assets of the [regulated entity](/usc/12/4502.md?p=20), or to minimize the amount of any loss realized upon the sale or other disposition of the assets of the [regulated entity](/usc/12/4502.md?p=20); and - (B) all creditors that are similarly situated under [paragraph (1)](#c-1) receive not less than the amount provided in [subsection (e)(2)](#e-2). - (3) **Definition—** As used in this subsection, the term “administrative expenses of the receiver” includes— - (A) the actual, necessary costs and expenses incurred by the receiver in preserving the assets of a failed [regulated entity](/usc/12/4502.md?p=20) or liquidating or otherwise resolving the affairs of a failed [regulated entity](/usc/12/4502.md?p=20); and - (B) any obligations that the receiver determines are necessary and appropriate to facilitate the smooth and orderly liquidation or other resolution of the [regulated entity](/usc/12/4502.md?p=20). - (d) **Provisions relating to contracts entered into before appointment of conservator or receiver—** - (1) **Authority to repudiate contracts—** In addition to any other rights a conservator or receiver may have, the conservator or receiver for any [regulated entity](/usc/12/4502.md?p=20) may disaffirm or repudiate any contract or lease— - (A) to which such [regulated entity](/usc/12/4502.md?p=20) is a party; - (B) the performance of which the conservator or receiver, in its sole discretion, determines to be burdensome; and - (C) the disaffirmance or repudiation of which the conservator or receiver determines, in its sole discretion, will promote the orderly administration of the affairs of the [regulated entity](/usc/12/4502.md?p=20). - (2) **Timing of repudiation—** The conservator or receiver shall determine whether or not to exercise the rights of repudiation under this subsection within a reasonable period following such appointment. - (3) **Claims for damages for repudiation—** - (A) **In general—** Except as otherwise provided under [subparagraph (C)](#d-3-C) and paragraphs [(4)](#d-4), [(5)](#d-5), and [(6)](#d-6), the liability of the conservator or receiver for the disaffirmance or repudiation of any contract pursuant to [paragraph (1)](#d-1) shall be— - (i) limited to actual direct compensatory damages; and - (ii) determined as of— - (I) the date of the appointment of the conservator or receiver; or - (II) in the case of any contract or agreement referred to in [paragraph (8)](#d-8), the date of the disaffirmance or repudiation of such contract or agreement. - (B) **No liability for other damages—** For purposes of [subparagraph (A)](#d-3-A), the term “actual direct compensatory damages” shall not include— - (i) punitive or exemplary damages; - (ii) damages for lost profits or opportunity; or - (iii) damages for pain and suffering. - (C) **Measure of damages for repudiation of financial contracts—** In the case of any qualified financial contract or agreement to which [paragraph (8)](#d-8) applies, compensatory damages shall be— - (i) deemed to include normal and reasonable costs of cover or other reasonable measures of damages utilized in the industries for such contract and agreement claims; and - (ii) paid in accordance with this subsection and [subsection (e)](#e), except as otherwise specifically provided in this section. - (4) **Leases under which the regulated entity is the lessee—** - (A) **In general—** If the conservator or receiver disaffirms or repudiates a lease under which the [regulated entity](/usc/12/4502.md?p=20) was the lessee, the conservator or receiver shall not be liable for any damages (other than damages determined under [subparagraph (B)](#d-4-B)) for the disaffirmance or repudiation of such lease. - (B) **Payments of rent—** Notwithstanding [subparagraph (A)](#d-4-A), the lessor under a lease to which that subparagraph applies shall— - (i) be entitled to the contractual rent accruing before the later of the date on which— - (I) the notice of disaffirmance or repudiation is mailed; or - (II) the disaffirmance or repudiation becomes effective, unless the lessor is in [default](/usc/12/4502.md?p=8-A) or breach of the terms of the lease; - (ii) have no claim for damages under any acceleration clause or other penalty provision in the lease; and - (iii) have a claim for any unpaid rent, subject to all appropriate offsets and defenses, due as of the date of the appointment, which shall be paid in accordance with this subsection and [subsection (e)](#e). - (5) **Leases under which the regulated entity is the lessor—** - (A) **In general—** If the conservator or receiver repudiates an unexpired written lease of real property of the [regulated entity](/usc/12/4502.md?p=20) under which the [regulated entity](/usc/12/4502.md?p=20) is the lessor and the lessee is not, as of the date of such repudiation, in [default](/usc/12/4502.md?p=8-A), the lessee under such lease may either— - (i) treat the lease as terminated by such repudiation; or - (ii) remain in possession of the leasehold interest for the balance of the term of the lease, unless the lessee [defaults](/usc/12/4502.md?p=8-A) under the terms of the lease after the date of such repudiation. - (B) **Provisions applicable to lessee remaining in possession—** If any lessee under a lease described under [subparagraph (A)](#d-5-A) remains in possession of a leasehold interest under [clause (ii)](#d-5-A-ii) of subparagraph (A)— - (i) the lessee— - (I) shall continue to pay the contractual rent pursuant to the terms of the lease after the date of the repudiation of such lease; and - (II) may offset against any rent payment which accrues after the date of the repudiation of the lease, and any damages which accrue after such date due to the nonperformance of any obligation of the [regulated entity](/usc/12/4502.md?p=20) under the lease after such date; and - (ii) the conservator or receiver shall not be liable to the lessee for any damages arising after such date as a result of the repudiation, other than the amount of any offset allowed under [clause (i)(II)](#d-5-B-i-II). - (6) **Contracts for the sale of real property—** - (A) **In general—** If the conservator or receiver repudiates any contract for the sale of real property and the purchaser of such real property under such contract is in possession, and is not, as of the date of such repudiation, in [default](/usc/12/4502.md?p=8-A), such purchaser may either— - (i) treat the contract as terminated by such repudiation; or - (ii) remain in possession of such real property. - (B) **Provisions applicable to purchaser remaining in possession—** If any purchaser of real property under any contract described under [subparagraph (A)](#d-6-A) remains in possession of such property under [clause (ii)](#d-6-A-ii) of subparagraph (A)— - (i) the purchaser— - (I) shall continue to make all payments due under the contract after the date of the repudiation of the contract; and - (II) may offset against any such payments any damages which accrue after such date due to the nonperformance (after such date) of any obligation of the [regulated entity](/usc/12/4502.md?p=20) under the contract; and - (ii) the conservator or receiver shall— - (I) not be liable to the purchaser for any damages arising after such date as a result of the repudiation, other than the amount of any offset allowed under [clause (i)(II)](#d-6-B-i-II); - (II) deliver title to the purchaser in accordance with the provisions of the contract; and - (III) have no obligation under the contract other than the performance required under [subclause (II)](#d-6-B-ii-II). - (C) **Assignment and sale allowed—** - (i) **In general—** No provision of this paragraph shall be construed as limiting the right of the conservator or receiver to assign the contract described under [subparagraph (A)](#d-6-A), and sell the property subject to the contract and the provisions of this paragraph. - (ii) **No liability after assignment and sale—** If an assignment and sale described under [clause (i)](#d-6-C-i) is consummated, the conservator or receiver shall have no further liability under the contract described under [subparagraph (A)](#d-6-A), or with respect to the real property which was the subject of such contract. - (7) **Service contracts—** - (A) **Services performed before appointment—** In the case of any contract for services between any [person](/usc/12/5481.md?p=19) and any [regulated entity](/usc/12/4502.md?p=20) for which the [Agency](/usc/12/4502.md?p=2) has been appointed conservator or receiver, any claim of such [person](/usc/12/5481.md?p=19) for services performed before the appointment of the conservator or receiver shall be— - (i) a claim to be paid in accordance with subsections [(b)](#b) and [(e)](#e); and - (ii) deemed to have arisen as of the date on which the conservator or receiver was appointed. - (B) **Services performed after appointment and prior to repudiation—** If, in the case of any contract for services described under [subparagraph (A)](#d-7-A), the conservator or receiver accepts performance by the other [person](/usc/12/5481.md?p=19) before the conservator or receiver makes any determination to exercise the right of repudiation of such contract under this section— - (i) the other party shall be paid under the terms of the contract for the services performed; and - (ii) the amount of such payment shall be treated as an administrative expense of the conservatorship or receivership. - (C) **Acceptance of performance no bar to subsequent repudiation—** The acceptance by the conservator or receiver of services referred to under [subparagraph (B)](#d-7-B) in connection with a contract described in such subparagraph shall not affect the right of the conservator or receiver to repudiate such contract under this section at any time after such performance. - (8) **Certain qualified financial contracts—** - (A) **Rights of parties to contracts—** Subject to paragraphs [(9)](#d-9) and [(10)](#d-10), and notwithstanding any other provision of this chapter (other than [subsection (b)(9)(B)](#b-9-B) of this section), any other Federal law, or the law of any [State](/usc/12/4502.md?p=22), no [person](/usc/12/5481.md?p=19) shall be stayed or prohibited from exercising— - (i) any right of that [person](/usc/12/5481.md?p=19) to cause the termination, liquidation, or acceleration of any qualified financial contract with a [regulated entity](/usc/12/4502.md?p=20) that arises upon the appointment of the [Agency](/usc/12/4502.md?p=2) as receiver for such [regulated entity](/usc/12/4502.md?p=20) at any time after such appointment; - (ii) any right under any security agreement or arrangement or other [credit](/usc/12/5481.md?p=7) enhancement relating to one or more qualified financial contracts; or - (iii) any right to offset or net out any termination value, payment amount, or other transfer obligation arising under or in connection with 1 or more contracts and agreements described in [clause (i)](#d-8-A-i), including any master agreement for such contracts or agreements. - (B) **Applicability of other provisions—** [Subsection (b)(10)](#b-10) shall apply in the case of any judicial action or proceeding brought against any receiver referred to under [subparagraph (A)](#d-8-A), or the [regulated entity](/usc/12/4502.md?p=20) for which such receiver was appointed, by any party to a contract or agreement described under [subparagraph (A)(i)](#d-8-A-i) with such [regulated entity](/usc/12/4502.md?p=20). - (C) **Certain transfers not avoidable—** - (i) **In general—** Notwithstanding [paragraph (11)](#d-11), or any other provision of Federal or [State](/usc/12/4502.md?p=22) law relating to the avoidance of preferential or fraudulent transfers, the [Agency](/usc/12/4502.md?p=2), whether acting as such or as conservator or receiver of a [regulated entity](/usc/12/4502.md?p=20), may not avoid any transfer of money or other property in connection with any qualified financial contract with a [regulated entity](/usc/12/4502.md?p=20). - (ii) **Exception for certain transfers—** [Clause (i)](#d-8-C-i) shall not apply to any transfer of money or other property in connection with any qualified financial contract with a [regulated entity](/usc/12/4502.md?p=20) if the [Agency](/usc/12/4502.md?p=2) determines that the transferee had actual intent to hinder, delay, or defraud such [regulated entity](/usc/12/4502.md?p=20), the creditors of such [regulated entity](/usc/12/4502.md?p=20), or any conservator or receiver appointed for such [regulated entity](/usc/12/4502.md?p=20). - (D) **Certain contracts and agreements defined—** In this subsection the following definitions shall apply: - (i) **Qualified financial contract—** The term “qualified financial contract” means any securities contract, commodity contract, forward contract, repurchase agreement, swap agreement, and any similar agreement that the [Agency](/usc/12/4502.md?p=2) determines by regulation, resolution, or order to be a qualified financial contract for purposes of this paragraph. - (ii) **Securities contract—** The term “securities contract”— - (I) means a contract for the purchase, sale, or loan of a security, a certificate of deposit, a [mortgage](/usc/12/1707.md?p=a) loan, or any interest in a [mortgage](/usc/12/1707.md?p=a) loan, a group or index of securities, certificates of deposit, or [mortgage](/usc/12/1707.md?p=a) loans or interests therein (including any interest therein or based on the value thereof) or any option on any of the foregoing, including any option to purchase or sell any such security, certificate of deposit, [mortgage](/usc/12/1707.md?p=a) loan, interest, group or index, or option, and including any repurchase or reverse repurchase transaction on any such security, certificate of deposit, [mortgage](/usc/12/1707.md?p=a) loan, interest, group or index, or option; - (II) does not include any purchase, sale, or repurchase obligation under a participation in a commercial [mortgage](/usc/12/1707.md?p=a) loan, unless the [Agency](/usc/12/4502.md?p=2) determines by regulation, resolution, or order to include any such agreement within the meaning of such term; - (III) means any option entered into on a national securities exchange relating to foreign currencies; - (IV) means the guarantee by or to any securities clearing [agency](/usc/12/4502.md?p=2) of any settlement of cash, securities, certificates of deposit, [mortgage](/usc/12/1707.md?p=a) loans or interests therein, group or index of securities, certificates of deposit, or [mortgage](/usc/12/1707.md?p=a) loans or interests therein (including any interest therein or based on the value thereof) or option on any of the foregoing, including any option to purchase or sell any such security, certificate of deposit, [mortgage](/usc/12/1707.md?p=a) loan, interest, group or index, or option; - (V) means any margin loan; - (VI) means any other agreement or transaction that is similar to any agreement or transaction referred to in this clause; - (VII) means any combination of the agreements or transactions referred to in this clause; - (VIII) means any option to enter into any agreement or transaction referred to in this clause; - (IX) means a master agreement that provides for an agreement or transaction referred to in subclause [(I)](#d-8-D-ii-I), [(III)](#d-8-D-ii-III), [(IV)](#d-8-D-ii-IV), [(V)](#d-8-D-ii-V), [(VI)](#d-8-D-ii-VI), [(VII)](#d-8-D-ii-VII), or [(VIII)](#d-8-D-ii-VIII), together with all supplements to any such master agreement, without regard to whether the master agreement provides for an agreement or transaction that is not a securities contract under this clause, except that the master agreement shall be considered to be a securities contract under this clause only with respect to each agreement or transaction under the master agreement that is referred to in subclause [(I)](#d-8-D-ii-I), [(III)](#d-8-D-ii-III), [(IV)](#d-8-D-ii-IV), [(V)](#d-8-D-ii-V), [(VI)](#d-8-D-ii-VI), [(VII)](#d-8-D-ii-VII), or [(VIII)](#d-8-D-ii-VIII); and - (X) means any security agreement or arrangement or other [credit](/usc/12/5481.md?p=7) enhancement related to any agreement or transaction referred to in this clause, including any guarantee or reimbursement obligation in connection with any agreement or transaction referred to in this clause. - (iii) **Commodity contract—** The term “commodity contract” means— - (I) with respect to a futures commission merchant, a contract for the purchase or sale of a commodity for future delivery on, or subject to the rules of, a contract market or [board](/usc/12/4502.md?p=4) of trade; - (II) with respect to a foreign futures commission merchant, a foreign future; - (III) with respect to a leverage transaction merchant, a leverage transaction; - (IV) with respect to a clearing organization, a contract for the purchase or sale of a commodity for future delivery on, or subject to the rules of, a contract market or [board](/usc/12/4502.md?p=4) of trade that is cleared by such clearing organization, or commodity option traded on, or subject to the rules of, a contract market or [board](/usc/12/4502.md?p=4) of trade that is cleared by such clearing organization; - (V) with respect to a commodity options dealer, a commodity option; - (VI) any other agreement or transaction that is similar to any agreement or transaction referred to in this clause; - (VII) any combination of the agreements or transactions referred to in this clause; - (VIII) any option to enter into any agreement or transaction referred to in this clause; - (IX) a master agreement that provides for an agreement or transaction referred to in subclause [(I)](#d-8-D-iii-I), [(II)](#d-8-D-iii-II), [(III)](#d-8-D-iii-III), [(IV)](#d-8-D-iii-IV), [(V)](#d-8-D-iii-V), [(VI)](#d-8-D-iii-VI), [(VII)](#d-8-D-iii-VII), or [(VIII)](#d-8-D-iii-VIII), together with all supplements to any such master agreement, without regard to whether the master agreement provides for an agreement or transaction that is not a commodity contract under this clause, except that the master agreement shall be considered to be a commodity contract under this clause only with respect to each agreement or transaction under the master agreement that is referred to in subclause [(I)](#d-8-D-iii-I), [(II)](#d-8-D-iii-II), [(III)](#d-8-D-iii-III), [(IV)](#d-8-D-iii-IV), [(V)](#d-8-D-iii-V), [(VI)](#d-8-D-iii-VI), [(VII)](#d-8-D-iii-VII), or [(VIII)](#d-8-D-iii-VIII); or - (X) any security agreement or arrangement or other [credit](/usc/12/5481.md?p=7) enhancement related to any agreement or transaction referred to in this clause, including any guarantee or reimbursement obligation in connection with any agreement or transaction referred to in this clause. - (iv) **Forward contract—** The term “forward contract” means— - (I) a contract (other than a commodity contract) for the purchase, sale, or transfer of a commodity or any similar good, article, service, right, or interest which is presently or in the future becomes the subject of dealing in the forward contract trade, or product or byproduct thereof, with a [maturity date](/usc/12/1707.md?p=c) more than 2 days after the date on which the contract is entered into, including a repurchase transaction, reverse repurchase transaction, consignment, lease, swap, hedge transaction, deposit, loan, option, allocated transaction, unallocated transaction, or any other similar agreement; - (II) any combination of agreements or transactions referred to in subclauses [(I)](#d-8-D-iv-I) and [(III)](#d-8-D-iv-III); - (III) any option to enter into any agreement or transaction referred to in subclause [(I)](#d-8-D-iv-I) or [(II)](#d-8-D-iv-II); - (IV) a master agreement that provides for an agreement or transaction referred to in subclauses [(I)](#d-8-D-iv-I), [(II)](#d-8-D-iv-II), or [(III)](#d-8-D-iv-III), together with all supplements to any such master agreement, without regard to whether the master agreement provides for an agreement or transaction that is not a forward contract under this clause, except that the master agreement shall be considered to be a forward contract under this clause only with respect to each agreement or transaction under the master agreement that is referred to in subclause [(I)](#d-8-D-iv-I), [(II)](#d-8-D-iv-II), or [(III)](#d-8-D-iv-III); or - (V) any security agreement or arrangement or other [credit](/usc/12/5481.md?p=7) enhancement related to any agreement or transaction referred to in subclause [(I)](#d-8-D-iv-I), [(II)](#d-8-D-iv-II), [(III)](#d-8-D-iv-III), or [(IV)](#d-8-D-iv-IV), including any guarantee or reimbursement obligation in connection with any agreement or transaction referred to in any such subclause. - (v) **Repurchase agreement—** The term “repurchase agreement” (including a reverse repurchase agreement)— - (I) means an agreement, including related terms, which provides for the transfer of one or more certificates of deposit, [mortgage](/usc/12/1707.md?p=a)-related securities (as such term is defined in [section 78c of title 15](/usc/15/78c.md)), [mortgage](/usc/12/1707.md?p=a) loans, interests in [mortgage](/usc/12/1707.md?p=a)-related securities or [mortgage](/usc/12/1707.md?p=a) loans, eligible bankers’ acceptances, qualified foreign government securities (defined for purposes of this clause as a security that is a direct obligation of, or that is fully guaranteed by, the central government of a member of the Organization for Economic Cooperation and Development, as determined by regulation or order adopted by the appropriate Federal banking authority), or securities that are direct obligations of, or that are fully guaranteed by, the United States or any [agency](/usc/12/4502.md?p=2) of the United States against the transfer of funds by the transferee of such certificates of deposit, eligible bankers’ acceptances, securities, [mortgage](/usc/12/1707.md?p=a) loans, or interests with a simultaneous agreement by such transferee to transfer to the transferor thereof certificates of deposit, eligible bankers’ acceptances, securities, [mortgage](/usc/12/1707.md?p=a) loans, or interests as described above, at a date certain not later than 1 year after such transfers or on demand, against the transfer of funds, or any other similar agreement; - (II) does not include any repurchase obligation under a participation in a commercial [mortgage](/usc/12/1707.md?p=a) loan, unless the [Agency](/usc/12/4502.md?p=2) determines by regulation, resolution, or order to include any such participation within the meaning of such term; - (III) means any combination of agreements or transactions referred to in subclauses [(I)](#d-8-D-v-I) and [(IV)](#d-8-D-v-IV); - (IV) means any option to enter into any agreement or transaction referred to in subclause [(I)](#d-8-D-v-I) or [(III)](#d-8-D-v-III); - (V) means a master agreement that provides for an agreement or transaction referred to in subclause [(I)](#d-8-D-v-I), [(III)](#d-8-D-v-III), or [(IV)](#d-8-D-v-IV), together with all supplements to any such master agreement, without regard to whether the master agreement provides for an agreement or transaction that is not a repurchase agreement under this clause, except that the master agreement shall be considered to be a repurchase agreement under this subclause only with respect to each agreement or transaction under the master agreement that is referred to in subclause [(I)](#d-8-D-v-I), [(III)](#d-8-D-v-III), or [(IV)](#d-8-D-v-IV); and - (VI) means any security agreement or arrangement or other [credit](/usc/12/5481.md?p=7) enhancement related to any agreement or transaction referred to in subclause [(I)](#d-8-D-v-I), [(III)](#d-8-D-v-III), [(IV)](#d-8-D-v-IV), or [(V)](#d-8-D-v-V), including any guarantee or reimbursement obligation in connection with any agreement or transaction referred to in any such subclause. - (vi) **Swap agreement—** The term “swap agreement” means— - (I) any agreement, including the terms and conditions incorporated by reference in any such agreement, which is an interest rate swap, option, future, or forward agreement, including a rate floor, rate cap, rate collar, cross-currency rate swap, and basis swap; a spot, same day-tomorrow, tomorrow-next, forward, or other [foreign exchange](/usc/12/5481.md?p=16) or precious metals agreement; a currency swap, option, future, or forward agreement; an equity index or equity swap, option, future, or forward agreement; a debt index or debt swap, option, future, or forward agreement; a total return, [credit](/usc/12/5481.md?p=7) spread or [credit](/usc/12/5481.md?p=7) swap, option, future, or forward agreement; a commodity index or commodity swap, option, future, or forward agreement; or a weather swap, weather derivative, or weather option; - (II) any agreement or transaction that is similar to any other agreement or transaction referred to in this clause and that is of a type that has been, is presently, or in the future becomes, the subject of recurrent dealings in the swap markets (including terms and conditions incorporated by reference in such agreement) and that is a forward, swap, future, or option on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, quantitative measures associated with an occurrence, extent of an occurrence, or contingency associated with a financial, commercial, or economic consequence, or economic or financial indices or measures of economic or financial risk or value; - (III) any combination of agreements or transactions referred to in this clause; - (IV) any option to enter into any agreement or transaction referred to in this clause; - (V) a master agreement that provides for an agreement or transaction referred to in subclause [(I)](#d-8-D-vi-I), [(II)](#d-8-D-vi-II), [(III)](#d-8-D-vi-III), or [(IV)](#d-8-D-vi-IV), together with all supplements to any such master agreement, without regard to whether the master agreement contains an agreement or transaction that is not a swap agreement under this clause, except that the master agreement shall be considered to be a swap agreement under this clause only with respect to each agreement or transaction under the master agreement that is referred to in subclause [(I)](#d-8-D-vi-I), [(II)](#d-8-D-vi-II), [(III)](#d-8-D-vi-III), or [(IV)](#d-8-D-vi-IV); and - (VI) any security agreement or arrangement or other [credit](/usc/12/5481.md?p=7) enhancement related to any agreements or transactions referred to in subclause [(I)](#d-8-D-vi-I), [(II)](#d-8-D-vi-II), [(III)](#d-8-D-vi-III), [(IV)](#d-8-D-vi-IV), or [(V)](#d-8-D-vi-V), including any guarantee or reimbursement obligation in connection with any agreement or transaction referred to in any such subclause. - (vii) **Treatment of master agreement as one agreement—** Any master agreement for any contract or agreement described in any preceding clause of this subparagraph (or any master agreement for such master agreement or agreements), together with all supplements to such master agreement, shall be treated as a single agreement and a single qualified financial contract. If a master agreement contains provisions relating to agreements or transactions that are not themselves qualified financial contracts, the master agreement shall be deemed to be a qualified financial contract only with respect to those transactions that are themselves qualified financial contracts. - (viii) **Transfer—** The term “transfer” means every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with property or with an interest in property, including retention of title as a security interest and foreclosure of the equity of redemption of the [regulated entity](/usc/12/4502.md?p=20). - (E) **Certain protections in event of appointment of conservator—** Notwithstanding any other provision of this section, any other Federal law, or the law of any [State](/usc/12/4502.md?p=22) (other than paragraph (10) of this subsection and [subsection (b)(9)(B)](#b-9-B)), no [person](/usc/12/5481.md?p=19) shall be stayed or prohibited from exercising— - (i) any right such [person](/usc/12/5481.md?p=19) has to cause the termination, liquidation, or acceleration of any qualified financial contract with a [regulated entity](/usc/12/4502.md?p=20) in a conservatorship based upon a [default](/usc/12/4502.md?p=8-A) under such financial contract which is enforceable under applicable noninsolvency law; - (ii) any right under any security agreement or arrangement or other [credit](/usc/12/5481.md?p=7) enhancement relating to 1 or more such qualified financial contracts; or - (iii) any right to offset or net out any termination values, payment amounts, or other transfer obligations arising under or in connection with such qualified financial contracts. - (F) **Clarification—** No provision of law shall be construed as limiting the right or power of the [Agency](/usc/12/4502.md?p=2), or authorizing any court or [agency](/usc/12/4502.md?p=2) to limit or delay in any manner, the right or power of the [Agency](/usc/12/4502.md?p=2) to transfer any qualified financial contract in accordance with paragraphs [(9)](#d-9) and [(10)](#d-10), or to disaffirm or repudiate any such contract in accordance with [subsection (d)(1)](#d-1). - (G) **Walkaway clauses not effective—** - (i) **In general—** Notwithstanding the provisions of subparagraphs [(A)](#d-8-A) and [(E)](#d-8-E), and sections [4403](/usc/12/4403.md) and [4404](/usc/12/4404.md) of this title, no walkaway clause shall be enforceable in a qualified financial contract of a [regulated entity](/usc/12/4502.md?p=20) in [default](/usc/12/4502.md?p=8-A). - (ii) **Walkaway clause defined—** For purposes of this subparagraph, the term “walkaway clause” means a provision in a qualified financial contract that, after calculation of a value of a party’s position or an amount due to or from 1 of the parties in accordance with its terms upon termination, liquidation, or acceleration of the qualified financial contract, either does not create a payment obligation of a party or extinguishes a payment obligation of a party in whole or in part solely because of the status of such party as a nondefaulting party. - (9) **Transfer of qualified financial contracts—** In making any transfer of assets or liabilities of a [regulated entity](/usc/12/4502.md?p=20) in [default](/usc/12/4502.md?p=8-A) which includes any qualified financial contract, the conservator or receiver for such [regulated entity](/usc/12/4502.md?p=20) shall either— - (A) transfer to 1 [person](/usc/12/5481.md?p=19)— - (i) all qualified financial contracts between any [person](/usc/12/5481.md?p=19) (or any [affiliate](/usc/12/4502.md?p=1) of such [person](/usc/12/5481.md?p=19)) and the [regulated entity](/usc/12/4502.md?p=20) in [default](/usc/12/4502.md?p=8-A); - (ii) all claims of such [person](/usc/12/5481.md?p=19) (or any [affiliate](/usc/12/4502.md?p=1) of such [person](/usc/12/5481.md?p=19)) against such [regulated entity](/usc/12/4502.md?p=20) under any such contract (other than any claim which, under the terms of any such contract, is subordinated to the claims of general unsecured creditors of such [regulated entity](/usc/12/4502.md?p=20)); - (iii) all claims of such [regulated entity](/usc/12/4502.md?p=20) against such [person](/usc/12/5481.md?p=19) (or any [affiliate](/usc/12/4502.md?p=1) of such [person](/usc/12/5481.md?p=19)) under any such contract; and - (iv) all property securing, or any other [credit](/usc/12/5481.md?p=7) enhancement for any contract described in [clause (i)](#d-9-A-i), or any claim described in clause [(ii)](#d-9-A-ii) or [(iii)](#d-9-A-iii) under any such contract; or - (B) transfer none of the financial contracts, claims, or property referred to under [subparagraph (A)](#d-9-A) (with respect to such [person](/usc/12/5481.md?p=19) and any [affiliate](/usc/12/4502.md?p=1) of such [person](/usc/12/5481.md?p=19)). - (10) **Notification of transfer—** - (A) **In general—** The conservator or receiver shall notify any [person](/usc/12/5481.md?p=19) that is a party to a contract or transfer by 5:00 p.m. (Eastern Standard Time) on the business day following the date of the appointment of the receiver in the case of a receivership, or the business day following such transfer in the case of a conservatorship, if— - (i) the conservator or receiver for a [regulated entity](/usc/12/4502.md?p=20) in [default](/usc/12/4502.md?p=8-A) makes any transfer of the assets and liabilities of such [regulated entity](/usc/12/4502.md?p=20); and - (ii) such transfer includes any qualified financial contract. - (B) **Certain rights not enforceable—** - (i) **Receivership—** A [person](/usc/12/5481.md?p=19) who is a party to a qualified financial contract with a [regulated entity](/usc/12/4502.md?p=20) may not exercise any right that such [person](/usc/12/5481.md?p=19) has to terminate, liquidate, or net such contract under paragraph (8)(A) of this subsection or under section [4403](/usc/12/4403.md) or [4404](/usc/12/4404.md) of this title, solely by reason of or incidental to the appointment of a receiver for the [regulated entity](/usc/12/4502.md?p=20) (or the insolvency or financial condition of the [regulated entity](/usc/12/4502.md?p=20) for which the receiver has been appointed)— - (I) until 5:00 p.m. (Eastern Standard Time) on the business day following the date of the appointment of the receiver; or - (II) after the [person](/usc/12/5481.md?p=19) has received notice that the contract has been transferred pursuant to [paragraph (9)(A)](#d-9-A). - (ii) **Conservatorship—** A [person](/usc/12/5481.md?p=19) who is a party to a qualified financial contract with a [regulated entity](/usc/12/4502.md?p=20) may not exercise any right that such [person](/usc/12/5481.md?p=19) has to terminate, liquidate, or net such contract under paragraph (8)(E) of this subsection or under section [4403](/usc/12/4403.md) or [4404](/usc/12/4404.md) of this title, solely by reason of or incidental to the appointment of a conservator for the [regulated entity](/usc/12/4502.md?p=20) (or the insolvency or financial condition of the [regulated entity](/usc/12/4502.md?p=20) for which the conservator has been appointed). - (iii) **Notice—** For purposes of this paragraph, the conservator or receiver of a [regulated entity](/usc/12/4502.md?p=20) shall be deemed to have notified a [person](/usc/12/5481.md?p=19) who is a party to a qualified financial contract with such [regulated entity](/usc/12/4502.md?p=20), if the conservator or receiver has taken steps reasonably calculated to provide notice to such [person](/usc/12/5481.md?p=19) by the time specified in [subparagraph (A)](#d-10-A). - (C) **Business day defined—** For purposes of this paragraph, the term “business day” means any day other than any Saturday, Sunday, or any day on which either the New York Stock Exchange or the Federal Reserve Bank of New York is closed. - (11) **Disaffirmance or repudiation of qualified financial contracts—** In exercising the rights of disaffirmance or repudiation of a conservator or receiver with respect to any qualified financial contract to which a [regulated entity](/usc/12/4502.md?p=20) is a party, the conservator or receiver for such institution shall either— - (A) disaffirm or repudiate all qualified financial contracts between— - (i) any [person](/usc/12/5481.md?p=19) or any [affiliate](/usc/12/4502.md?p=1) of such [person](/usc/12/5481.md?p=19); and - (ii) the [regulated entity](/usc/12/4502.md?p=20) in [default](/usc/12/4502.md?p=8-A); or - (B) disaffirm or repudiate none of the qualified financial contracts referred to in [subparagraph (A)](#d-11-A) (with respect to such [person](/usc/12/5481.md?p=19) or any [affiliate](/usc/12/4502.md?p=1) of such [person](/usc/12/5481.md?p=19)). - (12) **Certain security interests not avoidable—** No provision of this subsection shall be construed as permitting the avoidance of any legally enforceable or perfected security interest in any of the assets of any [regulated entity](/usc/12/4502.md?p=20), except where such an interest is taken in contemplation of the insolvency of the [regulated entity](/usc/12/4502.md?p=20), or with the intent to hinder, delay, or defraud the [regulated entity](/usc/12/4502.md?p=20) or the creditors of such [regulated entity](/usc/12/4502.md?p=20). - (13) **Authority to enforce contracts—** - (A) **In general—** Notwithstanding any provision of a contract providing for termination, [default](/usc/12/4502.md?p=8-A), acceleration, or exercise of rights upon, or solely by reason of, insolvency or the appointment of, or the exercise of rights or powers by, a conservator or receiver, the conservator or receiver may enforce any contract, other than a contract for liability insurance for a [director](/usc/12/4502.md?p=9) or officer, or a contract or a [regulated entity](/usc/12/4502.md?p=20) bond, entered into by the [regulated entity](/usc/12/4502.md?p=20). - (B) **Certain rights not affected—** No provision of this paragraph may be construed as impairing or affecting any right of the conservator or receiver to enforce or recover under a liability insurance contract for an officer or [director](/usc/12/4502.md?p=9), or [regulated entity](/usc/12/4502.md?p=20) bond under other applicable law. - (C) **Consent requirement—** - (i) **In general—** Except as otherwise provided under this section, no [person](/usc/12/5481.md?p=19) may exercise any right or power to terminate, accelerate, or declare a [default](/usc/12/4502.md?p=8-A) under any contract to which a [regulated entity](/usc/12/4502.md?p=20) is a party, or to obtain possession of or exercise control over any property of the [regulated entity](/usc/12/4502.md?p=20), or affect any contractual rights of the [regulated entity](/usc/12/4502.md?p=20), without the consent of the conservator or receiver, as appropriate, for a period of— - (I) 45 days after the date of appointment of a conservator; or - (II) 90 days after the date of appointment of a receiver. - (ii) **Exceptions—** This subparagraph shall not— - (I) apply to a contract for liability insurance for an officer or [director](/usc/12/4502.md?p=9); - (II) apply to the rights of parties to certain qualified financial contracts under [subsection (d)(8)](#d-8); and - (III) be construed as permitting the conservator or receiver to fail to comply with otherwise enforceable provisions of such contracts. - (14) **Savings clause—** The meanings of terms used in this subsection are applicable for purposes of this subsection only, and shall not be construed or applied so as to challenge or affect the characterization, definition, or treatment of any similar terms under any other statute, regulation, or rule, including the Gramm-Leach-Bliley Act, the Legal Certainty for Bank Products Act of 2000 [[7 U.S.C. 27](/usc/7/27.md) to 27f], the securities laws (as that term is defined in [section 78c(a)(47) of title 15](/usc/15/78c.md?p=a-47)), and the Commodity Exchange Act [[7 U.S.C. 1](/usc/7/1.md) et seq.]. - (15) **Exception for Federal Reserve and Federal Home Loan Banks—** No provision of this subsection shall apply with respect to— - (A) any extension of [credit](/usc/12/5481.md?p=7) from any Federal Home Loan Bank or Federal Reserve Bank to any [regulated entity](/usc/12/4502.md?p=20); or - (B) any security interest in the assets of the [regulated entity](/usc/12/4502.md?p=20) securing any such extension of [credit](/usc/12/5481.md?p=7). - (e) **Valuation of claims in default—** - (1) **In general—** Notwithstanding any other provision of Federal law or the law of any [State](/usc/12/4502.md?p=22), and regardless of the method which the [Agency](/usc/12/4502.md?p=2) determines to utilize with respect to a [regulated entity](/usc/12/4502.md?p=20) in [default](/usc/12/4502.md?p=8-A) or [in danger of default](/usc/12/4502.md?p=8-B), including transactions authorized under [subsection (i)](#i), this subsection shall govern the rights of the creditors of such [regulated entity](/usc/12/4502.md?p=20). - (2) **Maximum liability—** The maximum liability of the [Agency](/usc/12/4502.md?p=2), acting as receiver or in any other capacity, to any [person](/usc/12/5481.md?p=19) having a claim against the receiver or the [regulated entity](/usc/12/4502.md?p=20) for which such receiver is appointed shall be not more than the amount that such claimant would have received if the [Agency](/usc/12/4502.md?p=2) had liquidated the assets and liabilities of the [regulated entity](/usc/12/4502.md?p=20) without exercising the authority of the [Agency](/usc/12/4502.md?p=2) under [subsection (i)](#i). - (f) **Limitation on court action—** Except as provided in this section or at the request of the [Director](/usc/12/4502.md?p=9), no court may take any action to restrain or affect the exercise of powers or functions of the [Agency](/usc/12/4502.md?p=2) as a conservator or a receiver. - (g) **Liability of directors and officers—** - (1) **In general—** A [director](/usc/12/4502.md?p=9) or officer of a [regulated entity](/usc/12/4502.md?p=20) may be held personally liable for monetary damages in any civil action described in [paragraph (2)](#g-2) brought by, on behalf of, or at the request or direction of the [Agency](/usc/12/4502.md?p=2), and prosecuted wholly or partially for the benefit of the [Agency](/usc/12/4502.md?p=2)— - (A) acting as conservator or receiver of such [regulated entity](/usc/12/4502.md?p=20); or - (B) acting based upon a suit, claim, or cause of action purchased from, assigned by, or otherwise conveyed by such receiver or conservator. - (2) **Actions addressed—** [Paragraph (1)](#g-1) applies in any civil action for gross negligence, including any similar conduct or conduct that demonstrates a greater disregard of a duty of care than gross negligence, including intentional tortious conduct, as such terms are defined and determined under applicable [State](/usc/12/4502.md?p=22) law. - (3) **No limitation—** Nothing in this subsection shall impair or affect any right of the [Agency](/usc/12/4502.md?p=2) under other applicable law. - (h) **Damages—** In any proceeding related to any claim against a [director](/usc/12/4502.md?p=9), officer, employee, agent, attorney, accountant, appraiser, or any other party employed by or providing services to a [regulated entity](/usc/12/4502.md?p=20), recoverable damages determined to result from the improvident or otherwise improper use or investment of any assets of the [regulated entity](/usc/12/4502.md?p=20) shall include principal losses and appropriate interest. - (i) **Limited-life regulated entities—** - (1) **Organization—** - (A) **Purpose—** The [Agency](/usc/12/4502.md?p=2), as receiver appointed pursuant to [subsection (a)](#a)— - (i) may, in the case of a Federal Home Loan Bank, organize a [limited-life regulated entity](/usc/12/4502.md?p=13) with those powers and attributes of the Federal Home Loan Bank in [default](/usc/12/4502.md?p=8-A) or [in danger of default](/usc/12/4502.md?p=8-B) as the [Director](/usc/12/4502.md?p=9) determines necessary, subject to the provisions of this subsection, and the [Director](/usc/12/4502.md?p=9) shall grant a temporary charter to that [limited-life regulated entity](/usc/12/4502.md?p=13), and that [limited-life regulated entity](/usc/12/4502.md?p=13) may operate subject to that charter; and - (ii) shall, in the case of an [enterprise](/usc/12/4502.md?p=10), organize a [limited-life regulated entity](/usc/12/4502.md?p=13) with respect to that [enterprise](/usc/12/4502.md?p=10) in accordance with this subsection. - (B) **Authorities—** Upon the creation of a [limited-life regulated entity](/usc/12/4502.md?p=13) under [subparagraph (A)](#i-1-A), the [limited-life regulated entity](/usc/12/4502.md?p=13) may— - (i) assume such liabilities of the [regulated entity](/usc/12/4502.md?p=20) that is in [default](/usc/12/4502.md?p=8-A) or [in danger of default](/usc/12/4502.md?p=8-B) as the [Agency](/usc/12/4502.md?p=2) may, in its discretion, determine to be appropriate, except that the liabilities assumed shall not exceed the amount of assets purchased or transferred from the [regulated entity](/usc/12/4502.md?p=20) to the [limited-life regulated entity](/usc/12/4502.md?p=13); - (ii) purchase such assets of the [regulated entity](/usc/12/4502.md?p=20) that is in [default](/usc/12/4502.md?p=8-A), or [in danger of default](/usc/12/4502.md?p=8-B) as the [Agency](/usc/12/4502.md?p=2) may, in its discretion, determine to be appropriate; and - (iii) perform any other temporary function which the [Agency](/usc/12/4502.md?p=2) may, in its discretion, prescribe in accordance with this section. - (2) **Charter and establishment—** - (A) **Transfer of charter—** - (i) **Fannie Mae—** If the [Agency](/usc/12/4502.md?p=2) is appointed as receiver for the Federal National [Mortgage](/usc/12/1707.md?p=a) Association, the [limited-life regulated entity](/usc/12/4502.md?p=13) established under this subsection with respect to such [enterprise](/usc/12/4502.md?p=10) shall, by operation of law and immediately upon its organization— - (I) succeed to the charter of the Federal National [Mortgage](/usc/12/1707.md?p=a) Association, as set forth in the Federal National [Mortgage](/usc/12/1707.md?p=a) Association Charter Act [[12 U.S.C. 1716](/usc/12/1716.md) et seq.]; and - (II) thereafter operate in accordance with, and subject to, such charter, this Act, and any other provision of law to which the Federal National [Mortgage](/usc/12/1707.md?p=a) Association is subject, except as otherwise provided in this subsection. - (ii) **Freddie Mac—** If the [Agency](/usc/12/4502.md?p=2) is appointed as receiver for the Federal Home Loan [Mortgage](/usc/12/1707.md?p=a) Corporation, the [limited-life regulated entity](/usc/12/4502.md?p=13) established under this subsection with respect to such [enterprise](/usc/12/4502.md?p=10) shall, by operation of law and immediately upon its organization— - (I) succeed to the charter of the Federal Home Loan [Mortgage](/usc/12/1707.md?p=a) Corporation, as set forth in the Federal Home Loan [Mortgage](/usc/12/1707.md?p=a) Corporation Charter Act[^1] [[12 U.S.C. 1451](/usc/12/1451.md) et seq.]; and - (II) thereafter operate in accordance with, and subject to, such charter, this Act, and any other provision of law to which the Federal Home Loan [Mortgage](/usc/12/1707.md?p=a) Corporation is subject, except as otherwise provided in this subsection. - (B) **Interests in and assets and obligations of regulated entity in default—** Notwithstanding [subparagraph (A)](#i-2-A) or any other provision of law— - (i) a [limited-life regulated entity](/usc/12/4502.md?p=13) shall assume, acquire, or succeed to the assets or liabilities of a [regulated entity](/usc/12/4502.md?p=20) only to the extent that such assets or liabilities are transferred by the [Agency](/usc/12/4502.md?p=2) to the [limited-life regulated entity](/usc/12/4502.md?p=13) in accordance with, and subject to the restrictions set forth in, [paragraph (1)(B)](#i-1-B); - (ii) a [limited-life regulated entity](/usc/12/4502.md?p=13) shall not assume, acquire, or succeed to any obligation that a [regulated entity](/usc/12/4502.md?p=20) for which a receiver has been appointed may have to any shareholder of the [regulated entity](/usc/12/4502.md?p=20) that arises as a result of the status of that [person](/usc/12/5481.md?p=19) as a shareholder of the [regulated entity](/usc/12/4502.md?p=20); and - (iii) no shareholder or creditor of a [regulated entity](/usc/12/4502.md?p=20) shall have any right or claim against the charter of the [regulated entity](/usc/12/4502.md?p=20) once the [Agency](/usc/12/4502.md?p=2) has been appointed receiver for the [regulated entity](/usc/12/4502.md?p=20) and a [limited-life regulated entity](/usc/12/4502.md?p=13) succeeds to the charter pursuant to [subparagraph (A)](#i-2-A). - (C) **Limited-life regulated entity treated as being in default for certain purposes—** A [limited-life regulated entity](/usc/12/4502.md?p=13) shall be treated as a [regulated entity](/usc/12/4502.md?p=20) in [default](/usc/12/4502.md?p=8-A) at such times and for such purposes as the [Agency](/usc/12/4502.md?p=2) may, in its discretion, determine. - (D) **Management—** Upon its establishment, a [limited-life regulated entity](/usc/12/4502.md?p=13) shall be under the management of a [board](/usc/12/4502.md?p=4) of [directors](/usc/12/4502.md?p=9) consisting of not fewer than 5 nor more than 10 members appointed by the [Agency](/usc/12/4502.md?p=2). - (E) **Bylaws—** The [board](/usc/12/4502.md?p=4) of [directors](/usc/12/4502.md?p=9) of a [limited-life regulated entity](/usc/12/4502.md?p=13) shall adopt such bylaws as may be approved by the [Agency](/usc/12/4502.md?p=2). - (3) **Capital stock—** - (A) **No agency requirement—** The [Agency](/usc/12/4502.md?p=2) is not required to pay capital stock into a [limited-life regulated entity](/usc/12/4502.md?p=13) or to issue any capital stock on behalf of a [limited-life regulated entity](/usc/12/4502.md?p=13) established under this subsection. - (B) **Authority—** If the [Director](/usc/12/4502.md?p=9) determines that such action is advisable, the [Agency](/usc/12/4502.md?p=2) may cause capital stock or other securities of a [limited-life regulated entity](/usc/12/4502.md?p=13) established with respect to an [enterprise](/usc/12/4502.md?p=10) to be issued and offered for sale, in such amounts and on such terms and conditions as the [Director](/usc/12/4502.md?p=9) may determine, in the discretion of the [Director](/usc/12/4502.md?p=9). - (4) **Investments—** Funds of a [limited-life regulated entity](/usc/12/4502.md?p=13) shall be kept on hand in cash, invested in obligations of the United States or obligations guaranteed as to principal and interest by the United States, or deposited with the [Agency](/usc/12/4502.md?p=2), or any Federal reserve bank. - (5) **Exempt tax status—** Notwithstanding any other provision of Federal or [State](/usc/12/4502.md?p=22) law, a [limited-life regulated entity](/usc/12/4502.md?p=13), its franchise, property, and income shall be exempt from all taxation now or hereafter imposed by the United States, by any territory, dependency, or possession thereof, or by any [State](/usc/12/4502.md?p=22), county, municipality, or local taxing authority. - (6) **Winding up—** - (A) **In general—** Subject to subparagraphs [(B)](#i-6-B) and [(C)](#i-6-C), not later than 2 years after the date of its organization, the [Agency](/usc/12/4502.md?p=2) shall wind up the affairs of a [limited-life regulated entity](/usc/12/4502.md?p=13). - (B) **Extension—** The [Director](/usc/12/4502.md?p=9) may, in the discretion of the [Director](/usc/12/4502.md?p=9), extend the status of a [limited-life regulated entity](/usc/12/4502.md?p=13) for 3 additional 1-year periods. - (C) **Termination of status as limited-life regulated entity—** - (i) **In general—** Upon the sale by the [Agency](/usc/12/4502.md?p=2) of 80 percent or more of the capital stock of a [limited-life regulated entity](/usc/12/4502.md?p=13), as defined in [clause (iv)](#i-6-C-iv), to 1 or more [persons](/usc/12/5481.md?p=19) (other than the [Agency](/usc/12/4502.md?p=2))— - (I) the status of the [limited-life regulated entity](/usc/12/4502.md?p=13) as such shall terminate; and - (II) the entity shall cease to be a [limited-life regulated entity](/usc/12/4502.md?p=13) for purposes of this subsection. - (ii) **Divestiture of remaining stock, if any—** - (I) **In general—** Not later than 1 year after the date on which the status of a [limited-life regulated entity](/usc/12/4502.md?p=13) is terminated pursuant to [clause (i)](#i-6-C-i), the [Agency](/usc/12/4502.md?p=2) shall sell to 1 or more [persons](/usc/12/5481.md?p=19) (other than the [Agency](/usc/12/4502.md?p=2)) any remaining capital stock of the former [limited-life regulated entity](/usc/12/4502.md?p=13). - (II) **Extension authorized—** The [Director](/usc/12/4502.md?p=9) may extend the period referred to in [subclause (I)](#i-6-C-ii-I) for not longer than an additional 2 years, if the [Director](/usc/12/4502.md?p=9) determines that such action would be in the public interest. - (iii) **Savings clause—** Notwithstanding any provision of law, other than [clause (ii)](#i-6-C-ii), the [Agency](/usc/12/4502.md?p=2) shall not be required to sell the capital stock of an [enterprise](/usc/12/4502.md?p=10) or a [limited-life regulated entity](/usc/12/4502.md?p=13) established with respect to an [enterprise](/usc/12/4502.md?p=10). - (iv) **Applicability—** This subparagraph applies only with respect to a [limited-life regulated entity](/usc/12/4502.md?p=13) that is established with respect to an [enterprise](/usc/12/4502.md?p=10). - (7) **Transfer of assets and liabilities—** - (A) **In general—** - (i) **Transfer of assets and liabilities—** The [Agency](/usc/12/4502.md?p=2), as receiver, may transfer any assets and liabilities of a [regulated entity](/usc/12/4502.md?p=20) in [default](/usc/12/4502.md?p=8-A), or [in danger of default](/usc/12/4502.md?p=8-B), to the [limited-life regulated entity](/usc/12/4502.md?p=13) in accordance with and subject to the restrictions of [paragraph (1)](#i-1). - (ii) **Subsequent transfers—** At any time after the establishment of a [limited-life regulated entity](/usc/12/4502.md?p=13), the [Agency](/usc/12/4502.md?p=2), as receiver, may transfer any assets and liabilities of the [regulated entity](/usc/12/4502.md?p=20) in [default](/usc/12/4502.md?p=8-A), or [in danger of default](/usc/12/4502.md?p=8-B), as the [Agency](/usc/12/4502.md?p=2) may, in its discretion, determine to be appropriate in accordance with and subject to the restrictions of [paragraph (1)](#i-1). - (iii) **Effective without approval—** The transfer of any assets or liabilities of a [regulated entity](/usc/12/4502.md?p=20) in [default](/usc/12/4502.md?p=8-A) or [in danger of default](/usc/12/4502.md?p=8-B) to a [limited-life regulated entity](/usc/12/4502.md?p=13) shall be effective without any further approval under Federal or [State](/usc/12/4502.md?p=22) law, assignment, or consent with respect thereto. - (iv) **Equitable treatment of similarly situated creditors—** The [Agency](/usc/12/4502.md?p=2) shall treat all creditors of a [regulated entity](/usc/12/4502.md?p=20) in [default](/usc/12/4502.md?p=8-A) or [in danger of default](/usc/12/4502.md?p=8-B) that are similarly situated under [subsection (c)(1)](#c-1) in a similar manner in exercising the authority of the [Agency](/usc/12/4502.md?p=2) under this subsection to transfer any assets or liabilities of the [regulated entity](/usc/12/4502.md?p=20) to the [limited-life regulated entity](/usc/12/4502.md?p=13) established with respect to such [regulated entity](/usc/12/4502.md?p=20), except that the [Agency](/usc/12/4502.md?p=2) may take actions (including making payments) that do not comply with this clause, if— - (I) the [Director](/usc/12/4502.md?p=9) determines that such actions are necessary to maximize the value of the assets of the [regulated entity](/usc/12/4502.md?p=20), to maximize the present value return from the sale or other disposition of the assets of the [regulated entity](/usc/12/4502.md?p=20), or to minimize the amount of any loss realized upon the sale or other disposition of the assets of the [regulated entity](/usc/12/4502.md?p=20); and - (II) all creditors that are similarly situated under [subsection (c)(1)](#c-1) receive not less than the amount provided in [subsection (e)(2)](#e-2). - (v) **Limitation on transfer of liabilities—** Notwithstanding any other provision of law, the aggregate amount of liabilities of a [regulated entity](/usc/12/4502.md?p=20) that are transferred to, or assumed by, a [limited-life regulated entity](/usc/12/4502.md?p=13) may not exceed the aggregate amount of assets of the [regulated entity](/usc/12/4502.md?p=20) that are transferred to, or purchased by, the [limited-life regulated entity](/usc/12/4502.md?p=13). - (8) **Regulations—** The [Agency](/usc/12/4502.md?p=2) may promulgate such regulations as the [Agency](/usc/12/4502.md?p=2) determines to be necessary or appropriate to implement this subsection. - (9) **Powers of limited-life regulated entities—** - (A) **In general—** Each [limited-life regulated entity](/usc/12/4502.md?p=13) created under this subsection shall have all corporate powers of, and be subject to the same provisions of law as, the [regulated entity](/usc/12/4502.md?p=20) in [default](/usc/12/4502.md?p=8-A) or [in danger of default](/usc/12/4502.md?p=8-B) to which it relates, except that— - (i) the [Agency](/usc/12/4502.md?p=2) may— - (I) remove the [directors](/usc/12/4502.md?p=9) of a [limited-life regulated entity](/usc/12/4502.md?p=13); - (II) fix the [compensation](/usc/12/4502.md?p=6) of members of the [board](/usc/12/4502.md?p=4) of [directors](/usc/12/4502.md?p=9) and senior management, as determined by the [Agency](/usc/12/4502.md?p=2) in its discretion, of a [limited-life regulated entity](/usc/12/4502.md?p=13); and - (III) indemnify the representatives for purposes of [paragraph (1)(B)](#i-1-B), and the [directors](/usc/12/4502.md?p=9), officers, employees, and agents of a [limited-life regulated entity](/usc/12/4502.md?p=13) on such terms as the [Agency](/usc/12/4502.md?p=2) determines to be appropriate; and - (ii) the [board](/usc/12/4502.md?p=4) of [directors](/usc/12/4502.md?p=9) of a [limited-life regulated entity](/usc/12/4502.md?p=13)— - (I) shall elect a chairperson who may also serve in the position of chief [executive officer](/usc/12/4502.md?p=12), except that such [person](/usc/12/5481.md?p=19) shall not serve either as chairperson or as chief [executive officer](/usc/12/4502.md?p=12) without the prior approval of the [Agency](/usc/12/4502.md?p=2); and - (II) may appoint a chief [executive officer](/usc/12/4502.md?p=12) who is not also the chairperson, except that such [person](/usc/12/5481.md?p=19) shall not serve as chief [executive officer](/usc/12/4502.md?p=12) without the prior approval of the [Agency](/usc/12/4502.md?p=2). - (B) **Stay of judicial action—** Any judicial action to which a [limited-life regulated entity](/usc/12/4502.md?p=13) becomes a party by virtue of its acquisition of any assets or assumption of any liabilities of a [regulated entity](/usc/12/4502.md?p=20) in [default](/usc/12/4502.md?p=8-A) shall be stayed from further proceedings for a period of not longer than 45 days, at the request of the [limited-life regulated entity](/usc/12/4502.md?p=13). Such period may be modified upon the consent of all parties. - (10) **No Federal status—** - (A) **Agency status—** A [limited-life regulated entity](/usc/12/4502.md?p=13) is not an [agency](/usc/12/4502.md?p=2), establishment, or instrumentality of the United States. - (B) **Employee status—** Representatives for purposes of [paragraph (1)(B)](#i-1-B), interim [directors](/usc/12/4502.md?p=9), [directors](/usc/12/4502.md?p=9), officers, employees, or agents of a [limited-life regulated entity](/usc/12/4502.md?p=13) are not, solely by virtue of service in any such capacity, officers or employees of the United States. Any employee of the [Agency](/usc/12/4502.md?p=2) or of any Federal instrumentality who serves at the request of the [Agency](/usc/12/4502.md?p=2) as a representative for purposes of [paragraph (1)(B)](#i-1-B), interim [director](/usc/12/4502.md?p=9), [director](/usc/12/4502.md?p=9), officer, employee, or agent of a [limited-life regulated entity](/usc/12/4502.md?p=13) shall not— - (i) solely by virtue of service in any such capacity lose any existing status as an officer or employee of the United States for purposes of [title 5](/usc/5.md) or any other provision of law; or - (ii) receive any salary or benefits for service in any such capacity with respect to a [limited-life regulated entity](/usc/12/4502.md?p=13) in addition to such salary or benefits as are obtained through employment with the [Agency](/usc/12/4502.md?p=2) or such Federal instrumentality. - (11) **Authority to obtain credit—** - (A) **In general—** A [limited-life regulated entity](/usc/12/4502.md?p=13) may obtain unsecured [credit](/usc/12/5481.md?p=7) and issue unsecured debt. - (B) **Inability to obtain credit—** If a [limited-life regulated entity](/usc/12/4502.md?p=13) is unable to obtain unsecured [credit](/usc/12/5481.md?p=7) or issue unsecured debt, the [Director](/usc/12/4502.md?p=9) may authorize the obtaining of [credit](/usc/12/5481.md?p=7) or the issuance of debt by the [limited-life regulated entity](/usc/12/4502.md?p=13)— - (i) with priority over any or all of the obligations of the [limited-life regulated entity](/usc/12/4502.md?p=13); - (ii) secured by a lien on property of the [limited-life regulated entity](/usc/12/4502.md?p=13) that is not otherwise subject to a lien; or - (iii) secured by a junior lien on property of the [limited-life regulated entity](/usc/12/4502.md?p=13) that is subject to a lien. - (C) **Limitations—** - (i) **3 In general—** The [Director](/usc/12/4502.md?p=9), after notice and a hearing, may authorize the obtaining of [credit](/usc/12/5481.md?p=7) or the issuance of debt by a [limited-life regulated entity](/usc/12/4502.md?p=13) that is secured by a senior or equal lien on property of the [limited-life regulated entity](/usc/12/4502.md?p=13) that is subject to a lien (other than [mortgages](/usc/12/1707.md?p=a) that collateralize the [mortgage](/usc/12/1707.md?p=a)-backed securities issued or guaranteed by an [enterprise](/usc/12/4502.md?p=10)) only if— - (I) the [limited-life regulated entity](/usc/12/4502.md?p=13) is unable to otherwise obtain such [credit](/usc/12/5481.md?p=7) or issue such debt; and - (II) there is adequate protection of the interest of the holder of the lien on the property with respect to which such senior or equal lien is proposed to be granted. - (D) **Burden of proof—** In any hearing under this subsection, the [Director](/usc/12/4502.md?p=9) has the burden of proof on the issue of adequate protection. - (12) **Effect on debts and liens—** The reversal or modification on appeal of an authorization under this subsection to obtain [credit](/usc/12/5481.md?p=7) or issue debt, or of a grant under this section of a priority or a lien, does not affect the validity of any debt so issued, or any priority or lien so granted, to an entity that extended such [credit](/usc/12/5481.md?p=7) in good faith, whether or not such entity knew of the pendency of the appeal, unless such authorization and the issuance of such debt, or the granting of such priority or lien, were stayed pending appeal. - (j) **Other Agency exemptions—** - (1) **Applicability—** The provisions of this subsection shall apply with respect to the [Agency](/usc/12/4502.md?p=2) in any case in which the [Agency](/usc/12/4502.md?p=2) is acting as a conservator or a receiver. - (2) **Taxation—** The [Agency](/usc/12/4502.md?p=2), including its franchise, its capital, reserves, and surplus, and its income, shall be exempt from all taxation imposed by any [State](/usc/12/4502.md?p=22), county, municipality, or local taxing authority, except that any real property of the [Agency](/usc/12/4502.md?p=2) shall be subject to [State](/usc/12/4502.md?p=22), territorial, county, municipal, or local taxation to the same extent according to its value as other real property is taxed, except that, notwithstanding the failure of any [person](/usc/12/5481.md?p=19) to challenge an assessment under [State](/usc/12/4502.md?p=22) law of the value of such property, and the tax thereon, shall be determined as of the period for which such tax is imposed. - (3) **Property protection—** No property of the [Agency](/usc/12/4502.md?p=2) shall be subject to levy, attachment, garnishment, foreclosure, or sale without the consent of the [Agency](/usc/12/4502.md?p=2), nor shall any involuntary lien attach to the property of the [Agency](/usc/12/4502.md?p=2). - (4) **Penalties and fines—** The [Agency](/usc/12/4502.md?p=2) shall not be liable for any amounts in the nature of penalties or fines, including those arising from the failure of any [person](/usc/12/5481.md?p=19) to pay any real property, personal property, probate, or recording tax or any recording or filing fees when due. - (k) **Prohibition of charter revocation—** In no case may the receiver appointed pursuant to this section revoke, annul, or terminate the charter of an [enterprise](/usc/12/4502.md?p=10). ## Footnotes [^1]: See References in Text note below. [^2]: So in original. A second closing parenthesis probably should precede the period. [^3]: So in original. No cl. (ii) has been enacted. ## Source credit (Pub. L. 102–550, title XIII, § 1367, Oct. 28, 1992, 106 Stat. 3980; Pub. L. 110–289, div. A, title I, § 1145(a), July 30, 2008, 122 Stat. 2734.) ## Notes ### Editorial Notes ### References in Text This chapter, referred to in subsecs. (a)(4)(D) and (d)(8)(A), was in the original “this title”, meaning title XIII of Pub. L. 102–550, Oct. 28, 1992, 106 Stat. 3941, which is classified principally to this chapter. For complete classification of title XIII to the Code, see Short Title note set out under section 4501 of this title and Tables. Rule 65 of the Federal Rules of Civil Procedure, referred to in subsec. (b)(16), (17), is set out in the Appendix to Title 28, Judiciary and Judicial Procedure. Sections 4402 through 4407 of this title, referred to in subsec. (b)(19)(A), was in the original “sections 402 through 407 of the Federal Deposit Insurance Corporation Improvement Act of 1991 (12 U.S.C. 4402 through 4407)”, and was translated as reading “sections 402 through 407A of the Federal Deposit Insurance Corporation Improvement Act of 1991”, meaning sections 402 to 407A of Pub. L. 102–242, which are classified to sections 4402 to 4407 of this title, to reflect the probable intent of Congress and the renumbering of section 407 of the Act as section 407A by Pub. L. 109–8, title IX, § 906(d)(1), Apr. 20, 2005, 119 Stat. 169. The Gramm-Leach-Bliley Act, referred to in subsec. (d)(14), is Pub. L. 106–102, Nov. 12, 1999, 113 Stat. 1338. For complete classification of this Act to the Code, see Short Title of 1999 Amendment note set out under section 1811 of this title and Tables. The Legal Certainty for Bank Products Act of 2000, referred to in subsec. (d)(14), is title IV of H.R. 5660, as enacted by Pub. L. 106–554, § 1(a)(5), Dec. 21, 2000, 114 Stat. 2763, 2763A–457, which is classified to sections 27 to 27f of Title 7, Agriculture. For complete classification of this Act to the Code, see Short Title of 2000 Amendment note set out under section 1 of Title 7 and Tables. The Commodity Exchange Act, referred to in subsec. (d)(14), is act Sept. 21, 1922, ch. 369, 42 Stat. 998, which is classified generally to chapter 1 (§ 1 et seq.) of Title 7, Agriculture. For complete classification of this Act to the Code, see section 1 of Title 7 and Tables. The Federal National Mortgage Association Charter Act, referred to in subsec. (i)(2)(A)(i)(I), is title III of act June 27, 1934, ch. 847, 48 Stat. 1252, which is classified generally to subchapter III (§ 1716 et seq.) of chapter 13 of this title. For complete classification of this Act to the Code, see Short Title note set out under section 1716 of this title and Tables. This Act, referred to in subsec. (i)(2)(A)(i)(II), (ii)(II), is Pub. L. 102–550, Oct. 28, 1992, 106 Stat. 3672, known as the Housing and Community Development Act of 1992. For complete classification of this Act to the Code, see Short Title of 1992 Amendment note set out under section 5301 of Title 42, The Public Health and Welfare, and Tables. The Federal Home Loan Mortgage Corporation Charter Act, referred to in subsec. (i)(2)(A)(ii)(I), probably means the Federal Home Loan Mortgage Corporation Act, title III of Pub. L. 91–351, July 24, 1970, 84 Stat. 451, which is classified generally to chapter 11A (§ 1451 et seq.) of this title. For complete classification of this Act to the Code, see Short Title and Statement of Purpose note set out under section 1451 of this title and Tables. ### Amendments 2008—Pub. L. 110–289 amended section generally. Prior to amendment, section related to appointment of conservators for critically undercapitalized enterprises.