---
kind: "section"
citation: "12 U.S.C. § 5390"
title: "12"
title_heading: "Banks and Banking"
number: "5390"
heading: "Powers and duties of the Corporation"
release: "119-102"
date: "2026-07-12"
url: "https://uscodex.org/usc/12/5390"
units:
  - "Chapter 53 — Wall Street Reform and Consumer Protection"
  - "Subchapter II — Orderly Liquidation Authority"
---

# §5390. Powers and duties of the Corporation

- (a) **Powers and authorities—**
  - (1) **General powers—**
    - (A) **Successor to covered financial company—** The [Corporation](/usc/12/5301.md?p=7) shall, upon appointment as receiver for a [covered financial company](/usc/12/5381.md?p=a-8) under this subchapter, succeed to—
      - (i) all rights, titles, powers, and privileges of the [covered financial company](/usc/12/5381.md?p=a-8) and its assets, and of any stockholder, member, officer, or [director](/usc/12/5341.md?p=1) of such [company](/usc/12/5381.md?p=a-5); and
      - (ii) title to the books, records, and assets of any previous receiver or other legal [custodian](/usc/12/5561.md?p=3) of such [covered financial company](/usc/12/5381.md?p=a-8).
    - (B) **Operation of the covered financial company during the period of orderly liquidation—** The [Corporation](/usc/12/5301.md?p=7), as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), may—
      - (i) take over the assets of and operate the [covered financial company](/usc/12/5381.md?p=a-8) with all of the powers of the members or shareholders, the [directors](/usc/12/5341.md?p=1), and the officers of the [covered financial company](/usc/12/5381.md?p=a-8), and conduct all business of the [covered financial company](/usc/12/5381.md?p=a-8);
      - (ii) collect all obligations and money owed to the [covered financial company](/usc/12/5381.md?p=a-8);
      - (iii) perform all functions of the [covered financial company](/usc/12/5381.md?p=a-8), in the name of the [covered financial company](/usc/12/5381.md?p=a-8);
      - (iv) manage the assets and property of the [covered financial company](/usc/12/5381.md?p=a-8), consistent with maximization of the value of the assets in the context of the orderly liquidation; and
      - (v) provide by contract for assistance in fulfilling any function, activity, action, or duty of the [Corporation](/usc/12/5301.md?p=7) as receiver.
    - (C) **Functions of covered financial company officers, directors, and shareholders—** The [Corporation](/usc/12/5301.md?p=7) may provide for the exercise of any function by any member or stockholder, [director](/usc/12/5341.md?p=1), or officer of any [covered financial company](/usc/12/5381.md?p=a-8) for which the [Corporation](/usc/12/5301.md?p=7) has been appointed as receiver under this subchapter.
    - (D) **Additional powers as receiver—** The [Corporation](/usc/12/5301.md?p=7) shall, as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), and subject to all legally enforceable and perfected security interests and all legally enforceable security entitlements in respect of assets held by the [covered financial company](/usc/12/5381.md?p=a-8), liquidate, and wind-up[^1] the affairs of a [covered financial company](/usc/12/5381.md?p=a-8), [including](/usc/12/5301.md?p=18-A) taking steps to realize upon the assets of the [covered financial company](/usc/12/5381.md?p=a-8), in such manner as the [Corporation](/usc/12/5301.md?p=7) deems appropriate, [including](/usc/12/5301.md?p=18-A) through the sale of assets, the transfer of assets to a [bridge financial company](/usc/12/5381.md?p=a-3) established under [subsection (h)](#h), or the exercise of any other rights or privileges granted to the receiver under this section.
    - (E) **Additional powers with respect to failing subsidiaries of a covered financial company—**
      - (i) **In general—** In any case in which a receiver is appointed for a [covered financial company](/usc/12/5381.md?p=a-8) under [section 5382 of this title](/usc/12/5382.md), the [Corporation](/usc/12/5301.md?p=7) may appoint itself as receiver of any [covered subsidiary](/usc/12/5381.md?p=a-9) of the [covered financial company](/usc/12/5381.md?p=a-8) that is organized under Federal law or the laws of any [State](/usc/12/5301.md?p=16), if the [Corporation](/usc/12/5301.md?p=7) and the [Secretary](/usc/12/5301.md?p=14) jointly determine that—
        - (I) the [covered subsidiary](/usc/12/5381.md?p=a-9) is in default or in danger of default;
        - (II) such action would avoid or mitigate serious adverse effects on the financial stability or economic conditions of the United States; and
        - (III) such action would facilitate the orderly liquidation of the [covered financial company](/usc/12/5381.md?p=a-8).
      - (ii) **Treatment as covered financial company—** If the [Corporation](/usc/12/5301.md?p=7) is appointed as receiver of a [covered subsidiary](/usc/12/5381.md?p=a-9) of a [covered financial company](/usc/12/5381.md?p=a-8) under [clause (i)](#a-1-E-i), the [covered subsidiary](/usc/12/5381.md?p=a-9) shall thereafter be considered a [covered financial company](/usc/12/5381.md?p=a-8) under this subchapter, and the [Corporation](/usc/12/5301.md?p=7) shall thereafter have all the powers and rights with respect to that [covered subsidiary](/usc/12/5381.md?p=a-9) as it has with respect to a [covered financial company](/usc/12/5381.md?p=a-8) under this subchapter.
    - (F) **Organization of bridge companies—** The [Corporation](/usc/12/5301.md?p=7), as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), may organize a [bridge financial company](/usc/12/5381.md?p=a-3) under [subsection (h)](#h).
    - (G) **Merger; transfer of assets and liabilities—**
      - (i) **In general—** Subject to clauses [(ii)](#a-1-G-ii) and [(iii)](#a-1-G-iii), the [Corporation](/usc/12/5301.md?p=7), as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), may—
        - (I) merge the [covered financial company](/usc/12/5381.md?p=a-8) with another [company](/usc/12/5381.md?p=a-5); or
        - (II) transfer any asset or liability of the [covered financial company](/usc/12/5381.md?p=a-8) ([including](/usc/12/5301.md?p=18-A) any assets and liabilities held by the [covered financial company](/usc/12/5381.md?p=a-8) for security entitlement holders, any [customer property](/usc/12/5381.md?p=a-10), or any assets and liabilities associated with any trust or custody business) without obtaining any approval, assignment, or consent with respect to such transfer.
      - (ii) **Federal agency approval; antitrust review—** With respect to a transaction described in [clause (i)(I)](#a-1-G-i-I) that requires approval by a Federal agency—
        - (I) the transaction may not be consummated before the 5th calendar day after the date of approval by the Federal agency responsible for such approval;
        - (II) if, in connection with any such approval, a report on competitive factors is required, the Federal agency responsible for such approval shall promptly notify the Attorney General of the United States of the proposed transaction, and the Attorney General shall provide the required report not later than 10 days after the date of the request; and
        - (III) if notification under [section 18a of title 15](/usc/15/18a.md) is required with respect to such transaction, then the required waiting period shall end on the 15th day after the date on which the Attorney General and the Federal Trade [Commission](/usc/12/5301.md?p=5) receive such notification, unless the waiting period is terminated earlier under [subsection (b)(2)](/usc/15/18a.md?p=b-2) of such section 18a, or is extended pursuant to [subsection (e)(2)](/usc/15/18a.md?p=e-2) of such section 18a.
      - (iii) **Setoff—** Subject to the other provisions of this subchapter, any transferee of assets from a receiver, [including](/usc/12/5301.md?p=18-A) a [bridge financial company](/usc/12/5381.md?p=a-3), shall be subject to such [claims](/usc/12/5381.md?p=a-4) or rights as would prevail over the rights of such transferee in such assets under applicable noninsolvency law.
    - (H) **Payment of valid obligations—** The [Corporation](/usc/12/5301.md?p=7), as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), shall, to the extent that [funds](/usc/12/5381.md?p=a-12) are available, pay all valid obligations of the [covered financial company](/usc/12/5381.md?p=a-8) that are due and payable at the time of the appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver, in accordance with the prescriptions and limitations of this subchapter.
    - (I) **Applicable noninsolvency law—** Except as may otherwise be provided in this subchapter, the applicable noninsolvency law shall be determined by the noninsolvency choice of law rules otherwise applicable to the [claims](/usc/12/5381.md?p=a-4), rights, titles, [persons](/usc/12/5481.md?p=19), or entities at issue.
    - (J) **Subpoena authority—**
      - (i) **In general—** The [Corporation](/usc/12/5301.md?p=7), as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), may, for purposes of carrying out any power, authority, or duty with respect to the [covered financial company](/usc/12/5381.md?p=a-8) ([including](/usc/12/5301.md?p=18-A) determining any [claim](/usc/12/5381.md?p=a-4) against the [covered financial company](/usc/12/5381.md?p=a-8) and determining and realizing upon any asset of any [person](/usc/12/5481.md?p=19) in the course of collecting money due the [covered financial company](/usc/12/5381.md?p=a-8)), exercise any power established under [section 1818(n) of this title](/usc/12/1818.md?p=n), as if the [Corporation](/usc/12/5301.md?p=7) were the [appropriate Federal banking agency](/usc/12/5301.md?p=2) for the [covered financial company](/usc/12/5381.md?p=a-8), and the [covered financial company](/usc/12/5381.md?p=a-8) were an [insured depository institution](/usc/12/5301.md?p=18-A).
      - (ii) **Rule of construction—** This subparagraph may not be construed as limiting any rights that the [Corporation](/usc/12/5301.md?p=7), in any capacity, might otherwise have to exercise any powers described in [clause (i)](#a-1-J-i) or under any other provision of law.
    - (K) **Incidental powers—** The [Corporation](/usc/12/5301.md?p=7), as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), may exercise all powers and authorities specifically granted to receivers under this subchapter, and such incidental powers as shall be necessary to carry out such powers under this subchapter.
    - (L) **Utilization of private sector—** In carrying out its responsibilities in the management and disposition of assets from the [covered financial company](/usc/12/5381.md?p=a-8), the [Corporation](/usc/12/5301.md?p=7), as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), may utilize the services of private [persons](/usc/12/5481.md?p=19), [including](/usc/12/5301.md?p=18-A) [real estate](/usc/12/1707.md?p=g) and loan portfolio asset management, property management, auction marketing, legal, and brokerage services, if such services are available in the private sector, and the [Corporation](/usc/12/5301.md?p=7) determines that utilization of such services is practicable, efficient, and cost effective.
    - (M) **Shareholders and creditors of covered financial company—** Notwithstanding any other provision of law, the [Corporation](/usc/12/5301.md?p=7), as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), shall succeed by operation of law to the rights, titles, powers, and privileges described in [subparagraph (A)](#a-1-A), and shall terminate all rights and [claims](/usc/12/5381.md?p=a-4) that the stockholders and creditors of the [covered financial company](/usc/12/5381.md?p=a-8) may have against the assets of the [covered financial company](/usc/12/5381.md?p=a-8) or the [Corporation](/usc/12/5301.md?p=7) arising out of their status as stockholders or creditors, except for their right to payment, resolution, or other satisfaction of their [claims](/usc/12/5381.md?p=a-4), as permitted under this section. The [Corporation](/usc/12/5301.md?p=7) shall ensure that shareholders and unsecured creditors bear losses, consistent with the priority of [claims](/usc/12/5381.md?p=a-4) provisions under this section.
    - (N) **Coordination with foreign financial authorities—** The [Corporation](/usc/12/5301.md?p=7), as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), shall coordinate, to the maximum extent possible, with the appropriate foreign financial authorities regarding the orderly liquidation of any [covered financial company](/usc/12/5381.md?p=a-8) that has assets or operations in a country other than the United States.
    - (O) **Restriction on transfers—**
      - (i) **Selection of accounts for transfer—** If the [Corporation](/usc/12/5301.md?p=7) establishes one or more [bridge financial companies](/usc/12/5381.md?p=a-3) with respect to a [covered broker or dealer](/usc/12/5381.md?p=a-7), the [Corporation](/usc/12/5301.md?p=7) shall transfer to one of such [bridge financial companies](/usc/12/5381.md?p=a-3), all [customer](/usc/12/5381.md?p=a-10) accounts of the [covered broker or dealer](/usc/12/5381.md?p=a-7), and all associated [customer name securities](/usc/12/5381.md?p=a-10) and [customer property](/usc/12/5381.md?p=a-10), unless the [Corporation](/usc/12/5301.md?p=7), after consulting with the [Commission](/usc/12/5301.md?p=5) and [SIPC](/usc/12/5381.md?p=a-16), determines that—
        - (I) the [customer](/usc/12/5381.md?p=a-10) accounts, [customer name securities](/usc/12/5381.md?p=a-10), and [customer property](/usc/12/5381.md?p=a-10) are likely to be promptly transferred to another broker or dealer that is registered with the [Commission](/usc/12/5301.md?p=5) under [section 78o(b)](/usc/15/78o.md?p=b) of title 15 and is a member of [SIPC](/usc/12/5381.md?p=a-16); or
        - (II) the transfer of the accounts to a [bridge financial company](/usc/12/5381.md?p=a-3) would materially interfere with the ability of the [Corporation](/usc/12/5301.md?p=7) to avoid or mitigate serious adverse effects on financial stability or economic conditions in the United States.
      - (ii) **Transfer of property—** [SIPC](/usc/12/5381.md?p=a-16), as trustee for the liquidation of the [covered broker or dealer](/usc/12/5381.md?p=a-7), and the [Commission](/usc/12/5301.md?p=5) shall provide any and all reasonable assistance necessary to complete such transfers by the [Corporation](/usc/12/5301.md?p=7).
      - (iii) **Customer consent and court approval not required—** Neither [customer](/usc/12/5381.md?p=a-10) consent nor [court](/usc/12/5381.md?p=a-6) approval shall be required to transfer any [customer](/usc/12/5381.md?p=a-10) accounts or associated [customer name securities](/usc/12/5381.md?p=a-10) or [customer property](/usc/12/5381.md?p=a-10) to a [bridge financial company](/usc/12/5381.md?p=a-3) in accordance with this section.
      - (iv) **Notification of SIPC and sharing of information—** The [Corporation](/usc/12/5301.md?p=7) shall identify to [SIPC](/usc/12/5381.md?p=a-16) the [customer](/usc/12/5381.md?p=a-10) accounts and associated [customer name securities](/usc/12/5381.md?p=a-10) and [customer property](/usc/12/5381.md?p=a-10) transferred to the [bridge financial company](/usc/12/5381.md?p=a-3). The [Corporation](/usc/12/5301.md?p=7) and [SIPC](/usc/12/5381.md?p=a-16) shall cooperate in the sharing of any information necessary for each entity to discharge its obligations under this subchapter and under the Securities Investor Protection Act of 1970 ([15 U.S.C. 78aaa](/usc/15/78aaa.md) et seq.) [including](/usc/12/5301.md?p=18-A) by providing access to the books and records of the [covered financial company](/usc/12/5381.md?p=a-8) and any [bridge financial company](/usc/12/5381.md?p=a-3) established in accordance with this subchapter.
  - (2) **Determination of claims—**
    - (A) **In general—** The [Corporation](/usc/12/5301.md?p=7), as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), shall report on [claims](/usc/12/5381.md?p=a-4), as set forth in [section 5383(c)(3) of this title](/usc/12/5383.md?p=c-3). Subject to paragraph (4) of this subsection, the [Corporation](/usc/12/5301.md?p=7), as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), shall determine [claims](/usc/12/5381.md?p=a-4) in accordance with the requirements of this subsection and regulations prescribed under [section 5389 of this title](/usc/12/5389.md).
    - (B) **Notice requirements—** The [Corporation](/usc/12/5301.md?p=7), as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), in any case involving the liquidation or winding up of the affairs of a [covered financial company](/usc/12/5381.md?p=a-8), shall—
      - (i) promptly publish a notice to the creditors of the [covered financial company](/usc/12/5381.md?p=a-8) to present their [claims](/usc/12/5381.md?p=a-4), together with proof, to the receiver by a date specified in the notice, which shall be not earlier than 90 days after the date of publication of such notice; and
      - (ii) republish such notice 1 month and 2 months, respectively, after the date of publication under [clause (i)](#a-2-B-i).
    - (C) **Mailing required—** The [Corporation](/usc/12/5301.md?p=7) as receiver shall mail a notice similar to the notice published under clause [(i)](#a-2-B-i) or [(ii)](#a-2-B-ii) of subparagraph (B), at the time of such publication, to any creditor shown on the books and records of the [covered financial company](/usc/12/5381.md?p=a-8)—
      - (i) at the last address of the creditor appearing in such books;
      - (ii) in any [claim](/usc/12/5381.md?p=a-4) filed by the claimant; or
      - (iii) upon discovery of the name and address of a claimant not appearing on the books and records of the [covered financial company](/usc/12/5381.md?p=a-8), not later than 30 days after the date of the discovery of such name and address.
  - (3) **Procedures for resolution of claims—**
    - (A) **Decision period—**
      - (i) **In general—** Prior to the 180th day after the date on which a [claim](/usc/12/5381.md?p=a-4) against a [covered financial company](/usc/12/5381.md?p=a-8) is filed with the [Corporation](/usc/12/5301.md?p=7) as receiver, or such later date as may be agreed as provided in [clause (ii)](#a-3-A-ii), the [Corporation](/usc/12/5301.md?p=7) shall notify the claimant whether it allows or disallows the [claim](/usc/12/5381.md?p=a-4), in accordance with subparagraphs [(B)](#a-3-B), [(C)](#a-3-C), and [(D)](#a-3-D).
      - (ii) **Extension of time—** By written agreement executed not later than 180 days after the date on which a [claim](/usc/12/5381.md?p=a-4) against a [covered financial company](/usc/12/5381.md?p=a-8) is filed with the [Corporation](/usc/12/5301.md?p=7), the period described in [clause (i)](#a-3-A-i) may be extended by written agreement between the claimant and the [Corporation](/usc/12/5301.md?p=7). Failure to notify the claimant of any disallowance within the time period set forth in [clause (i)](#a-3-A-i), as it may be extended by agreement under this clause, shall be deemed to be a disallowance of such [claim](/usc/12/5381.md?p=a-4), and the claimant may file or continue an action in [court](/usc/12/5381.md?p=a-6), as provided in [paragraph (4)](#a-4).
      - (iii) **Mailing of notice sufficient—** The requirements of [clause (i)](#a-3-A-i) shall be deemed to be satisfied if the notice of any decision with respect to any [claim](/usc/12/5381.md?p=a-4) is mailed to the last address of the claimant which appears—
        - (I) on the books, records, or both of the [covered financial company](/usc/12/5381.md?p=a-8);
        - (II) in the [claim](/usc/12/5381.md?p=a-4) filed by the claimant; or
        - (III) in documents submitted in proof of the [claim](/usc/12/5381.md?p=a-4).
      - (iv) **Contents of notice of disallowance—** If the [Corporation](/usc/12/5301.md?p=7) as receiver disallows any [claim](/usc/12/5381.md?p=a-4) filed under [clause (i)](#a-3-A-i), the notice to the claimant shall contain—
        - (I) a statement of each reason for the disallowance; and
        - (II) the procedures required to file or continue an action in [court](/usc/12/5381.md?p=a-6), as provided in [paragraph (4)](#a-4).
    - (B) **Allowance of proven claim—** The receiver shall allow any [claim](/usc/12/5381.md?p=a-4) received by the receiver on or before the date specified in the notice under [paragraph (2)(B)(i)](#a-2-B-i), which is proved to the satisfaction of the receiver.
    - (C) **Disallowance of claims filed after end of filing period—**
      - (i) **In general—** Except as provided in [clause (ii)](#a-3-C-ii), [claims](/usc/12/5381.md?p=a-4) filed after the date specified in the notice published under [paragraph (2)(B)(i)](#a-2-B-i) shall be disallowed, and such disallowance shall be final.
      - (ii) **Certain exceptions—** [Clause (i)](#a-3-C-i) shall not apply with respect to any [claim](/usc/12/5381.md?p=a-4) filed by a claimant after the date specified in the notice published under [paragraph (2)(B)(i)](#a-2-B-i), and such [claim](/usc/12/5381.md?p=a-4) may be considered by the receiver under [subparagraph (B)](#a-3-B), if—
        - (I) the claimant did not receive notice of the appointment of the receiver in time to file such [claim](/usc/12/5381.md?p=a-4) before such date; and
        - (II) such [claim](/usc/12/5381.md?p=a-4) is filed in time to permit payment of such [claim](/usc/12/5381.md?p=a-4).
    - (D) **Authority to disallow claims—**
      - (i) **In general—** The [Corporation](/usc/12/5301.md?p=7) may disallow any portion of any [claim](/usc/12/5381.md?p=a-4) by a creditor or [claim](/usc/12/5381.md?p=a-4) of a security, preference, setoff, or priority which is not proved to the satisfaction of the [Corporation](/usc/12/5301.md?p=7).
      - (ii) **Payments to undersecured creditors—** In the case of a [claim](/usc/12/5381.md?p=a-4) against a [covered financial company](/usc/12/5381.md?p=a-8) that is secured by any property or other asset of such [covered financial company](/usc/12/5381.md?p=a-8), the receiver—
        - (I) may treat the portion of such [claim](/usc/12/5381.md?p=a-4) which exceeds an amount equal to the fair market value of such property or other asset as an unsecured [claim](/usc/12/5381.md?p=a-4); and
        - (II) may not make any payment with respect to such unsecured portion of the [claim](/usc/12/5381.md?p=a-4), other than in connection with the disposition of all [claims](/usc/12/5381.md?p=a-4) of unsecured creditors of the [covered financial company](/usc/12/5381.md?p=a-8).
      - (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](/usc/12/5301.md?p=18-A), or the [Corporation](/usc/12/5301.md?p=7), to any [covered financial company](/usc/12/5381.md?p=a-8); or
        - (II) subject to [clause (ii)](#a-3-D-ii), any legally enforceable and perfected security interest in the assets of the [covered financial company](/usc/12/5381.md?p=a-8) securing any such extension of [credit](/usc/12/5481.md?p=7).
    - (E) **Legal effect of filing—**
      - (i) **Statute of limitations tolled—** For purposes of any applicable statute of limitations, the filing of a [claim](/usc/12/5381.md?p=a-4) with the receiver shall constitute a commencement of an action.
      - (ii) **No prejudice to other actions—** Subject to [paragraph (8)](#a-8), the filing of a [claim](/usc/12/5381.md?p=a-4) with the receiver shall not prejudice any right of the claimant to continue any action which was filed before the date of appointment of the receiver for the [covered financial company](/usc/12/5381.md?p=a-8).
  - (4) **Judicial determination of claims—**
    - (A) **In general—** Subject to [subparagraph (B)](#a-4-B), a claimant may file suit on a [claim](/usc/12/5381.md?p=a-4) (or continue an action commenced before the date of appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver) in the district or territorial [court](/usc/12/5381.md?p=a-6) of the United States for the district within which the principal place of business of the [covered financial company](/usc/12/5381.md?p=a-8) is located (and such [court](/usc/12/5381.md?p=a-6) shall have jurisdiction to hear such [claim](/usc/12/5381.md?p=a-4)).
    - (B) **Timing—** A [claim](/usc/12/5381.md?p=a-4) under [subparagraph (A)](#a-4-A) may be filed before the end of the 60-day period beginning on the earlier of—
      - (i) the end of the period described in [paragraph (3)(A)(i)](#a-3-A-i) (or, if extended by agreement of the [Corporation](/usc/12/5301.md?p=7) and the claimant, the period described in [paragraph (3)(A)(ii)](#a-3-A-ii)) with respect to any [claim](/usc/12/5381.md?p=a-4) against a [covered financial company](/usc/12/5381.md?p=a-8) for which the [Corporation](/usc/12/5301.md?p=7) is receiver; or
      - (ii) the date of any notice of disallowance of such [claim](/usc/12/5381.md?p=a-4) pursuant to [paragraph (3)(A)(i)](#a-3-A-i).
    - (C) **Statute of limitations—** If any claimant fails to file suit on such [claim](/usc/12/5381.md?p=a-4) (or to continue an action on such [claim](/usc/12/5381.md?p=a-4) commenced before the date of appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver) prior to the end of the 60-day period described in [subparagraph (B)](#a-4-B), the [claim](/usc/12/5381.md?p=a-4) shall be deemed to be disallowed (other than any portion of such [claim](/usc/12/5381.md?p=a-4) which was allowed by the receiver) as of the end of such period, such disallowance shall be final, and the claimant shall have no further rights or remedies with respect to such [claim](/usc/12/5381.md?p=a-4).
  - (5) **Expedited determination of claims—**
    - (A) **Procedure required—** The [Corporation](/usc/12/5301.md?p=7) shall establish a procedure for expedited relief outside of the [claims](/usc/12/5381.md?p=a-4) process established under [paragraph (3)](#a-3), for any claimant that alleges—
      - (i) having a legally valid and enforceable or perfected security interest in property of a [covered financial company](/usc/12/5381.md?p=a-8) or [control](/usc/12/5301.md?p=18-A) of any legally valid and enforceable security entitlement in respect of any asset held by the [covered financial company](/usc/12/5381.md?p=a-8) for which the [Corporation](/usc/12/5301.md?p=7) has been appointed receiver; and
      - (ii) that irreparable injury will occur if the [claims](/usc/12/5381.md?p=a-4) procedure established under [paragraph (3)](#a-3) is followed.
    - (B) **Determination period—** Prior to the end of the 90-day period beginning on the date on which a [claim](/usc/12/5381.md?p=a-4) is filed in accordance with the procedures established pursuant to [subparagraph (A)](#a-5-A), the [Corporation](/usc/12/5301.md?p=7) shall—
      - (i) determine—
        - (I) whether to allow or disallow such [claim](/usc/12/5381.md?p=a-4), or any portion thereof; or
        - (II) whether such [claim](/usc/12/5381.md?p=a-4) should be determined pursuant to the procedures established pursuant to [paragraph (3)](#a-3);
      - (ii) notify the claimant of the determination; and
      - (iii) if the [claim](/usc/12/5381.md?p=a-4) is disallowed, provide a statement of each reason for the disallowance and the procedure for obtaining a judicial determination.
    - (C) **Period for filing or renewing suit—** Any claimant who files a request for expedited relief shall be permitted to file suit (or continue a suit filed before the date of appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver[^2] seeking a determination of the rights of the claimant with respect to such security interest (or such security entitlement) 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 [Corporation](/usc/12/5301.md?p=7) denies the [claim](/usc/12/5381.md?p=a-4) or a portion thereof.
    - (D) **Statute of limitations—** If an action described in [subparagraph (C)](#a-5-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 in accordance with [subparagraph (C)](#a-5-C), the [claim](/usc/12/5381.md?p=a-4) shall be deemed to be disallowed as of the end of such period (other than any portion of such [claim](/usc/12/5381.md?p=a-4) 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](/usc/12/5381.md?p=a-4).
    - (E) **Legal effect of filing—**
      - (i) **Statute of limitations tolled—** For purposes of any applicable statute of limitations, the filing of a [claim](/usc/12/5381.md?p=a-4) with the receiver shall constitute a commencement of an action.
      - (ii) **No prejudice to other actions—** Subject to [paragraph (8)](#a-8), the filing of a [claim](/usc/12/5381.md?p=a-4) with the receiver shall not prejudice any right of the claimant to continue any action which was filed before the appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver for the [covered financial company](/usc/12/5381.md?p=a-8).
  - (6) **Agreements against interest of the receiver—** No agreement that tends to diminish or defeat the interest of the [Corporation](/usc/12/5301.md?p=7) as receiver in any asset acquired by the receiver under this section shall be valid against the receiver, unless such agreement—
    - (A) is in writing;
    - (B) was executed by an authorized officer or representative of the [covered financial company](/usc/12/5381.md?p=a-8), or confirmed in the ordinary course of business by the [covered financial company](/usc/12/5381.md?p=a-8); and
    - (C) has been, since the time of its execution, an official record of the [company](/usc/12/5381.md?p=a-5) or the party claiming under the agreement provides documentation, acceptable to the receiver, of such agreement and its authorized execution or confirmation by the [covered financial company](/usc/12/5381.md?p=a-8).
  - (7) **Payment of claims—**
    - (A) **In general—** Subject to [subparagraph (B)](#a-7-B), the [Corporation](/usc/12/5301.md?p=7) as receiver may, in its discretion and to the extent that [funds](/usc/12/5381.md?p=a-12) are available, pay creditor [claims](/usc/12/5381.md?p=a-4), in such manner and amounts as are authorized under this section, which are—
      - (i) allowed by the receiver;
      - (ii) approved by the receiver pursuant to a final determination pursuant to paragraph [(3)](#a-3) or [(5)](#a-5), as applicable; or
      - (iii) determined by the final judgment of a [court](/usc/12/5381.md?p=a-6) of competent jurisdiction.
    - (B) **Limitation—** A creditor shall, in no event, receive less than the amount that the creditor is entitled to receive under paragraphs [(2)](#d-2) and [(3)](#d-3) of subsection (d), as applicable.
    - (C) **Payment of dividends on claims—** The [Corporation](/usc/12/5301.md?p=7) as receiver may, in its sole discretion, and to the extent otherwise permitted by this section, pay dividends on proven [claims](/usc/12/5381.md?p=a-4) at any time, and no liability shall attach to the [Corporation](/usc/12/5301.md?p=7) as receiver, by reason of any such payment or for failure to pay dividends to a claimant whose [claim](/usc/12/5381.md?p=a-4) is not proved at the time of any such payment.
    - (D) **Rulemaking by the Corporation—** The [Corporation](/usc/12/5301.md?p=7) may prescribe such rules, [including](/usc/12/5301.md?p=18-A) definitions of terms, as the [Corporation](/usc/12/5301.md?p=7) deems appropriate to establish an interest rate for or to make payments of post-insolvency interest to creditors holding proven [claims](/usc/12/5381.md?p=a-4) against the receivership estate of a [covered financial company](/usc/12/5381.md?p=a-8), except that no such interest shall be paid until the [Corporation](/usc/12/5301.md?p=7) as receiver has satisfied the principal amount of all creditor [claims](/usc/12/5381.md?p=a-4).
  - (8) **Suspension of legal actions—**
    - (A) **In general—** After the appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), the [Corporation](/usc/12/5301.md?p=7) may request a stay in any judicial action or proceeding in which such [covered financial company](/usc/12/5381.md?p=a-8) is or becomes a party, for a period of not to exceed 90 days.
    - (B) **Grant of stay by all courts required—** Upon receipt of a request by the [Corporation](/usc/12/5301.md?p=7) pursuant to [subparagraph (A)](#a-8-A), the [court](/usc/12/5381.md?p=a-6) shall grant such stay as to all parties.
  - (9) **Additional rights and duties—**
    - (A) **Prior final adjudication—** The [Corporation](/usc/12/5301.md?p=7) shall abide by any final, non-appealable judgment of any [court](/usc/12/5381.md?p=a-6) of competent jurisdiction that was rendered before the appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver.
    - (B) **Rights and remedies of receiver—** In the event of any appealable judgment, the [Corporation](/usc/12/5301.md?p=7) as receiver shall—
      - (i) have all the rights and remedies available to the [covered financial company](/usc/12/5381.md?p=a-8) (before the date of appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver under [section 5382 of this title](/usc/12/5382.md)) and the [Corporation](/usc/12/5301.md?p=7), [including](/usc/12/5301.md?p=18-A) removal to Federal [court](/usc/12/5381.md?p=a-6) and all appellate rights; and
      - (ii) not be required to post any bond in order to pursue such remedies.
    - (C) **No attachment or execution—** No attachment or execution may be issued by any [court](/usc/12/5381.md?p=a-6) upon assets in the possession of the [Corporation](/usc/12/5301.md?p=7) as receiver for a [covered financial company](/usc/12/5381.md?p=a-8).
    - (D) **Limitation on judicial review—** Except as otherwise provided in this subchapter, no [court](/usc/12/5381.md?p=a-6) shall have jurisdiction over—
      - (i) any [claim](/usc/12/5381.md?p=a-4) or action for payment from, or any action seeking a determination of rights with respect to, the assets of any [covered financial company](/usc/12/5381.md?p=a-8) for which the [Corporation](/usc/12/5301.md?p=7) has been appointed receiver, [including](/usc/12/5301.md?p=18-A) any assets which the [Corporation](/usc/12/5301.md?p=7) may acquire from itself as such receiver; or
      - (ii) any [claim](/usc/12/5381.md?p=a-4) relating to any act or omission of such [covered financial company](/usc/12/5381.md?p=a-8) or the [Corporation](/usc/12/5301.md?p=7) as receiver.
    - (E) **Disposition of assets—** In exercising any right, power, privilege, or authority as receiver in connection with any [covered financial company](/usc/12/5381.md?p=a-8) for which the [Corporation](/usc/12/5301.md?p=7) is acting as receiver under this section, the [Corporation](/usc/12/5301.md?p=7) shall, to the greatest extent practicable, conduct its operations in a manner that—
      - (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;
      - (iii) mitigates the potential for serious adverse effects to the financial system;
      - (iv) ensures timely and adequate competition and fair and consistent treatment of offerors; and
      - (v) prohibits discrimination on the basis of race, sex, or ethnic group in the solicitation and consideration of offers.
  - (10) **Statute of limitations for actions brought by receiver—**
    - (A) **In general—** Notwithstanding any provision of any contract, the applicable statute of limitations with regard to any action brought by the [Corporation](/usc/12/5301.md?p=7) as receiver for a [covered financial company](/usc/12/5381.md?p=a-8) shall be—
      - (i) in the case of any contract [claim](/usc/12/5381.md?p=a-4), the longer of—
        - (I) the 6-year period beginning on the date on which the [claim](/usc/12/5381.md?p=a-4) accrues; or
        - (II) the period applicable under [State](/usc/12/5301.md?p=16) law; and
      - (ii) in the case of any tort [claim](/usc/12/5381.md?p=a-4), the longer of—
        - (I) the 3-year period beginning on the date on which the [claim](/usc/12/5381.md?p=a-4) accrues; or
        - (II) the period applicable under [State](/usc/12/5301.md?p=16) law.
    - (B) **Date on which a claim accrues—** For purposes of [subparagraph (A)](#a-10-A), the date on which the statute of limitations begins to run on any [claim](/usc/12/5381.md?p=a-4) described in [subparagraph (A)](#a-10-A) shall be the later of—
      - (i) the date of the appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver under this subchapter; or
      - (ii) the date on which the cause of action accrues.
    - (C) **Revival of expired State causes of action—**
      - (i) **In general—** In the case of any tort [claim](/usc/12/5381.md?p=a-4) described in [clause (ii)](#a-10-C-ii) for which the applicable statute of limitations under [State](/usc/12/5301.md?p=16) law has expired not more than 5 years before the date of appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), the [Corporation](/usc/12/5301.md?p=7) may bring an action as receiver on such [claim](/usc/12/5381.md?p=a-4) without regard to the expiration of the statute of limitations.
      - (ii) **Claims described—** A tort [claim](/usc/12/5381.md?p=a-4) referred to in [clause (i)](#a-10-C-i) is a [claim](/usc/12/5381.md?p=a-4) arising from fraud, intentional misconduct resulting in unjust enrichment, or intentional misconduct resulting in substantial loss to the [covered financial company](/usc/12/5381.md?p=a-8).
  - (11) **Avoidable transfers—**
    - (A) **Fraudulent transfers—** The [Corporation](/usc/12/5301.md?p=7), as receiver for any [covered financial company](/usc/12/5381.md?p=a-8), may avoid a transfer of any interest of the [covered financial company](/usc/12/5381.md?p=a-8) in property, or any obligation incurred by the [covered financial company](/usc/12/5381.md?p=a-8), that was made or incurred at or within 2 years before the date on which the [Corporation](/usc/12/5301.md?p=7) was appointed receiver, if—
      - (i) the [covered financial company](/usc/12/5381.md?p=a-8) voluntarily or involuntarily—
        - (I) made such transfer or incurred such obligation with actual intent to hinder, delay, or defraud any entity to which the [covered financial company](/usc/12/5381.md?p=a-8) was or became, on or after the date on which such transfer was made or such obligation was incurred, indebted; or
        - (II) received less than a reasonably equivalent value in exchange for such transferor obligation; and
      - (ii) the [covered financial company](/usc/12/5381.md?p=a-8) voluntarily or involuntarily—
        - (I) was insolvent on the date that such transfer was made or such obligation was incurred, or became insolvent as a result of such transfer or obligation;
        - (II) was engaged in business or a transaction, or was about to engage in business or a transaction, for which any property remaining with the [covered financial company](/usc/12/5381.md?p=a-8) was an unreasonably small capital;
        - (III) intended to incur, or believed that the [covered financial company](/usc/12/5381.md?p=a-8) would incur, debts that would be beyond the ability of the [covered financial company](/usc/12/5381.md?p=a-8) to pay as such debts matured; or
        - (IV) made such transfer to or for the benefit of an insider, or incurred such obligation to or for the benefit of an insider, under an employment contract and not in the ordinary course of business.
    - (B) **Preferential transfers—** The [Corporation](/usc/12/5301.md?p=7) as receiver for any [covered financial company](/usc/12/5381.md?p=a-8) may avoid a transfer of an interest of the [covered financial company](/usc/12/5381.md?p=a-8) in property—
      - (i) to or for the benefit of a creditor;
      - (ii) for or on account of an antecedent debt that was owed by the [covered financial company](/usc/12/5381.md?p=a-8) before the transfer was made;
      - (iii) that was made while the [covered financial company](/usc/12/5381.md?p=a-8) was insolvent;
      - (iv) that was made—
        - (I) 90 days or less before the date on which the [Corporation](/usc/12/5301.md?p=7) was appointed receiver; or
        - (II) more than 90 days, but less than 1 year before the date on which the [Corporation](/usc/12/5301.md?p=7) was appointed receiver, if such creditor at the time of the transfer was an insider; and
      - (v) that enables the creditor to receive more than the creditor would receive if—
        - (I) the [covered financial company](/usc/12/5381.md?p=a-8) had been liquidated under [chapter 7](/usc/12/chch7.md) of the [Bankruptcy Code](/usc/12/5381.md?p=a-2);
        - (II) the transfer had not been made; and
        - (III) the creditor received payment of such debt to the extent provided by the provisions of [chapter 7](/usc/12/chch7.md) of the [Bankruptcy Code](/usc/12/5381.md?p=a-2).
    - (C) **Post-receivership transactions—** The [Corporation](/usc/12/5301.md?p=7) as receiver for any [covered financial company](/usc/12/5381.md?p=a-8) may avoid a transfer of property of the receivership that occurred after the [Corporation](/usc/12/5301.md?p=7) was appointed receiver that was not authorized under this subchapter by the [Corporation](/usc/12/5301.md?p=7) as receiver.
    - (D) **Right of recovery—** To the extent that a transfer is avoided under subparagraph [(A)](#a-11-A), [(B)](#a-11-B), or [(C)](#a-11-C), the [Corporation](/usc/12/5301.md?p=7) may recover, for the benefit of the [covered financial company](/usc/12/5381.md?p=a-8), the property transferred or, if a [court](/usc/12/5381.md?p=a-6) so orders, the value of such property (at the time of such transfer) from—
      - (i) the initial transferee of such transfer or the [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.
    - (E) **Rights of transferee or obligee—** The [Corporation](/usc/12/5301.md?p=7) may not recover under [subparagraph (D)(ii)](#a-11-D-ii) from—
      - (i) any transferee that takes for value, [including](/usc/12/5301.md?p=18-A) in satisfaction of or to secure a present or antecedent debt, in good faith, and without knowledge of the voidability of the transfer avoided; or
      - (ii) any immediate or mediate good faith transferee of such transferee.
    - (F) **Defenses—** Subject to the other provisions of this subchapter—
      - (i) a transferee or obligee from which the [Corporation](/usc/12/5301.md?p=7) seeks to recover a transfer or to avoid an obligation under subparagraph [(A)](#a-11-A), [(B)](#a-11-B), [(C)](#a-11-C), or [(D)](#a-11-D) shall have the same defenses available to a transferee or obligee from which a trustee seeks to recover a transfer or avoid an obligation under sections 547, 548, and 549 of the [Bankruptcy Code](/usc/12/5381.md?p=a-2); and
      - (ii) the authority of the [Corporation](/usc/12/5301.md?p=7) to recover a transfer or avoid an obligation shall be subject to subsections (b) and (c) of section 546, section 547(c), and [section 548(c)](/usc/12/548.md) of the [Bankruptcy Code](/usc/12/5381.md?p=a-2).
    - (G) **Rights under this section—** The rights of the [Corporation](/usc/12/5301.md?p=7) as receiver under this section shall be superior to any rights of a trustee or any other party (other than a Federal agency) under the [Bankruptcy Code](/usc/12/5381.md?p=a-2).
    - (H) **Rules of construction; definitions—** For purposes of—
      - (i) subparagraphs [(A)](#a-11-A) and [(B)](#a-11-B)—
        - (I) the term “insider” has the same meaning as in section 101(31) of the [Bankruptcy Code](/usc/12/5381.md?p=a-2);
        - (II) a transfer is made when such transfer is so perfected that a bona fide purchaser from the [covered financial company](/usc/12/5381.md?p=a-8) against whom applicable law permits such transfer to be perfected cannot acquire an interest in the property transferred that is superior to the interest in such property of the transferee, but if such transfer is not so perfected before the date on which the [Corporation](/usc/12/5301.md?p=7) is appointed as receiver for the [covered financial company](/usc/12/5381.md?p=a-8), such transfer is made immediately before the date of such appointment; and
        - (III) the term “value” means property, or satisfaction or securing of a present or antecedent debt of the [covered financial company](/usc/12/5381.md?p=a-8), but does not include an unperformed promise to furnish support to the [covered financial company](/usc/12/5381.md?p=a-8); and
      - (ii) [subparagraph (B)](#a-11-B)—
        - (I) the [covered financial company](/usc/12/5381.md?p=a-8) is presumed to have been insolvent on and during the 90-day period immediately preceding the date of appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver; and
        - (II) the term “insolvent” has the same meaning as in section 101(32) of the [Bankruptcy Code](/usc/12/5381.md?p=a-2).
  - (12) **Setoff—**
    - (A) **Generally—** Except as otherwise provided in this subchapter, any right of a creditor to offset a mutual debt owed by the creditor to any [covered financial company](/usc/12/5381.md?p=a-8) that arose before the [Corporation](/usc/12/5301.md?p=7) was appointed as receiver for the [covered financial company](/usc/12/5381.md?p=a-8) against a [claim](/usc/12/5381.md?p=a-4) of such creditor may be asserted if enforceable under applicable noninsolvency law, except to the extent that—
      - (i) the [claim](/usc/12/5381.md?p=a-4) of the creditor against the [covered financial company](/usc/12/5381.md?p=a-8) is disallowed;
      - (ii) the [claim](/usc/12/5381.md?p=a-4) was transferred, by an entity other than the [covered financial company](/usc/12/5381.md?p=a-8), to the creditor—
        - (I) after the [Corporation](/usc/12/5301.md?p=7) was appointed as receiver of the [covered financial company](/usc/12/5381.md?p=a-8); or
        - (II)
          - (aa) after the 90-day period preceding the date on which the [Corporation](/usc/12/5301.md?p=7) was appointed as receiver for the [covered financial company](/usc/12/5381.md?p=a-8); and
          - (bb) while the [covered financial company](/usc/12/5381.md?p=a-8) was insolvent (except for a setoff in connection with a qualified [financial contract](/usc/12/5341.md?p=7)); or
      - (iii) the debt owed to the [covered financial company](/usc/12/5381.md?p=a-8) was incurred by the [covered financial company](/usc/12/5381.md?p=a-8)—
        - (I) after the 90-day period preceding the date on which the [Corporation](/usc/12/5301.md?p=7) was appointed as receiver for the [covered financial company](/usc/12/5381.md?p=a-8);
        - (II) while the [covered financial company](/usc/12/5381.md?p=a-8) was insolvent; and
        - (III) for the purpose of obtaining a right of setoff against the [covered financial company](/usc/12/5381.md?p=a-8) (except for a setoff in connection with a qualified [financial contract](/usc/12/5341.md?p=7)).
    - (B) **Insufficiency—**
      - (i) **In general—** Except with respect to a setoff in connection with a qualified [financial contract](/usc/12/5341.md?p=7), if a creditor offsets a mutual debt owed to the [covered financial company](/usc/12/5381.md?p=a-8) against a [claim](/usc/12/5381.md?p=a-4) of the [covered financial company](/usc/12/5381.md?p=a-8) on or within the 90-day period preceding the date on which the [Corporation](/usc/12/5301.md?p=7) is appointed as receiver for the [covered financial company](/usc/12/5381.md?p=a-8), the [Corporation](/usc/12/5301.md?p=7) may recover from the creditor the amount so offset, to the extent that any insufficiency on the date of such setoff is less than the insufficiency on the later of—
        - (I) the date that is 90 days before the date on which the [Corporation](/usc/12/5301.md?p=7) is appointed as receiver for the [covered financial company](/usc/12/5381.md?p=a-8); or
        - (II) the first day on which there is an insufficiency during the 90-day period preceding the date on which the [Corporation](/usc/12/5301.md?p=7) is appointed as receiver for the [covered financial company](/usc/12/5381.md?p=a-8).
      - (ii) **Definition of insufficiency—** In this subparagraph, the term “insufficiency” means the amount, if any, by which a [claim](/usc/12/5381.md?p=a-4) against the [covered financial company](/usc/12/5381.md?p=a-8) exceeds a mutual debt owed to the [covered financial company](/usc/12/5381.md?p=a-8) by the holder of such [claim](/usc/12/5381.md?p=a-4).
    - (C) **Insolvency—** The term “insolvent” has the same meaning as in section 101(32) of the [Bankruptcy Code](/usc/12/5381.md?p=a-2).
    - (D) **Presumption of insolvency—** For purposes of this paragraph, the [covered financial company](/usc/12/5381.md?p=a-8) is presumed to have been insolvent on and during the 90-day period preceding the date of appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver.
    - (E) **Limitation—** Nothing in this [paragraph (12)](#a-12) shall be the basis for any right of setoff where no such right exists under applicable noninsolvency law.
    - (F) **Priority claim—** Except as otherwise provided in this subchapter, the [Corporation](/usc/12/5301.md?p=7) as receiver for the [covered financial company](/usc/12/5381.md?p=a-8) may sell or transfer any assets free and clear of the setoff rights of any party, except that such party shall be entitled to a [claim](/usc/12/5381.md?p=a-4), subordinate to the [claims](/usc/12/5381.md?p=a-4) payable under subparagraphs [(A)](#b-1-A), [(B)](#b-1-B), [(C)](#b-1-C), and [(D)](#b-1-D) of subsection (b)(1), but senior to all other unsecured liabilities defined in [subsection (b)(1)(E)](#b-1-E), in an amount equal to the value of such setoff rights.
  - (13) **Attachment of assets and other injunctive relief—** Subject to [paragraph (14)](#a-14), any [court](/usc/12/5381.md?p=a-6) of competent jurisdiction may, at the request of the [Corporation](/usc/12/5301.md?p=7) as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), issue an order in accordance with [Rule 65](/usc/12/65.md) of the Federal Rules of Civil Procedure, [including](/usc/12/5301.md?p=18-A) an order placing the assets of any [person](/usc/12/5481.md?p=19) designated by the [Corporation](/usc/12/5301.md?p=7) under the [control](/usc/12/5301.md?p=18-A) of the [court](/usc/12/5381.md?p=a-6) and appointing a trustee to hold such assets.
  - (14) **Standards—**
    - (A) **Showing—** [Rule 65](/usc/12/65.md) of the Federal Rules of Civil Procedure shall apply with respect to any proceeding under [paragraph (13)](#a-13), without regard to the requirement that the applicant show that the injury, loss, or damage is irreparable and immediate.
    - (B) **State proceeding—** If, in the case of any proceeding in a [State](/usc/12/5301.md?p=16) [court](/usc/12/5381.md?p=a-6), the [court](/usc/12/5381.md?p=a-6) determines that rules of civil procedure available under the laws of the [State](/usc/12/5301.md?p=16) provide substantially similar protections of the right of the parties to due process as provided under [Rule 65](/usc/12/65.md) (as modified with respect to such proceeding by [subparagraph (A)](#a-14-A)), the relief sought by the [Corporation](/usc/12/5301.md?p=7) pursuant to [paragraph (14)](#a-14) may be requested under the laws of such [State](/usc/12/5301.md?p=16).
  - (15) **Treatment of claims arising from breach of contracts executed by the Corporation as receiver—** Notwithstanding any other provision of this subchapter, any final and non-appealable judgment for monetary damages entered against the [Corporation](/usc/12/5301.md?p=7) as receiver for a [covered financial company](/usc/12/5381.md?p=a-8) for the breach of an agreement executed or approved by the [Corporation](/usc/12/5301.md?p=7) after the date of its appointment shall be paid as an administrative expense of the receiver. Nothing in this paragraph shall be construed to limit the power of a receiver to exercise any rights under contract or law, [including](/usc/12/5301.md?p=18-A) to terminate, breach, cancel, or otherwise discontinue such agreement.
  - (16) **Accounting and recordkeeping requirements—**
    - (A) **In general—** The [Corporation](/usc/12/5301.md?p=7) as receiver for a [covered financial company](/usc/12/5381.md?p=a-8) shall, consistent with the accounting and reporting practices and procedures established by the [Corporation](/usc/12/5301.md?p=7), maintain a full accounting of each receivership or other disposition of any [covered financial company](/usc/12/5381.md?p=a-8).
    - (B) **Annual accounting or report—** With respect to each receivership to which the [Corporation](/usc/12/5301.md?p=7) is appointed, the [Corporation](/usc/12/5301.md?p=7) shall make an annual accounting or report, as appropriate, available to the [Secretary](/usc/12/5301.md?p=14) and the Comptroller General of the United States.
    - (C) **Availability of reports—** Any report prepared pursuant to [subparagraph (B)](#a-16-B) and [section 5383(c)(3) of this title](/usc/12/5383.md?p=c-3) shall be made available to the public by the [Corporation](/usc/12/5301.md?p=7).
    - (D) **Recordkeeping requirement—**
      - (i) **In general—** The [Corporation](/usc/12/5301.md?p=7) shall prescribe such regulations and establish such retention schedules as are necessary to maintain the documents and records of the [Corporation](/usc/12/5301.md?p=7) generated in exercising the authorities of this subchapter and the records of a [covered financial company](/usc/12/5381.md?p=a-8) for which the [Corporation](/usc/12/5301.md?p=7) is appointed receiver, with due regard for—
        - (I) the avoidance of duplicative record retention; and
        - (II) the expected evidentiary needs of the [Corporation](/usc/12/5301.md?p=7) as receiver for a [covered financial company](/usc/12/5381.md?p=a-8) and the public regarding the records of [covered financial companies](/usc/12/5381.md?p=a-8).
      - (ii) **Retention of records—** Unless otherwise required by applicable Federal law or [court](/usc/12/5381.md?p=a-6) order, the [Corporation](/usc/12/5301.md?p=7) may not, at any time, destroy any records that are subject to [clause (i)](#a-16-D-i).
      - (iii) **Records defined—** As used in this subparagraph, the terms “records” and “records of a [covered financial company](/usc/12/5381.md?p=a-8)” mean any document, book, paper, map, photograph, microfiche, microfilm, computer or electronically-created record generated or maintained by the [covered financial company](/usc/12/5381.md?p=a-8) in the course of and necessary to its transaction of business.
- (b) **Priority of expenses and unsecured claims—**
  - (1) **In general—** Unsecured [claims](/usc/12/5381.md?p=a-4) against a [covered financial company](/usc/12/5381.md?p=a-8), or the [Corporation](/usc/12/5301.md?p=7) as receiver for such [covered financial company](/usc/12/5381.md?p=a-8) under this section, that are proven to the satisfaction of the receiver shall have priority in the following order:
    - (A) [Administrative expenses of the receiver](/usc/12/5381.md?p=a-1).
    - (B) Any amounts owed to the United States, unless the United States agrees or consents otherwise.
    - (C) Wages, salaries, or [commissions](/usc/12/5301.md?p=5), [including](/usc/12/5301.md?p=18-A) vacation, severance, and sick leave pay earned by an individual (other than an individual described in [subparagraph (G)](#b-1-G)), but only to the extent of $11,725 for each individual (as indexed for inflation, by regulation of the [Corporation](/usc/12/5301.md?p=7)) earned not later than 180 days before the date of appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver.
    - (D) Contributions owed to employee benefit plans arising from services rendered not later than 180 days before the date of appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver, to the extent of the number of employees covered by each such plan, multiplied by $11,725 (as indexed for inflation, by regulation of the [Corporation](/usc/12/5301.md?p=7)), less the aggregate amount paid to such employees under [subparagraph (C)](#b-1-C), plus the aggregate amount paid by the receivership on behalf of such employees to any other employee benefit plan.
    - (E) Any other general or senior liability of the [covered financial company](/usc/12/5381.md?p=a-8) (which is not a liability described under subparagraph [(F)](#b-1-F), [(G)](#b-1-G), or [(H)](#b-1-H)).
    - (F) Any obligation subordinated to general creditors (which is not an obligation described under subparagraph [(G)](#b-1-G) or [(H)](#b-1-H)).
    - (G) Any wages, salaries, or [commissions](/usc/12/5301.md?p=5), [including](/usc/12/5301.md?p=18-A) vacation, severance, and sick leave pay earned, owed to senior executives and [directors](/usc/12/5341.md?p=1) of the [covered financial company](/usc/12/5381.md?p=a-8).
    - (H) Any obligation to shareholders, members, general partners, limited partners, or other [persons](/usc/12/5481.md?p=19), with interests in the equity of the [covered financial company](/usc/12/5381.md?p=a-8) arising as a result of their status as shareholders, members, general partners, limited partners, or other [persons](/usc/12/5481.md?p=19) with interests in the equity of the [covered financial company](/usc/12/5381.md?p=a-8).
  - (2) **Post-receivership financing priority—** In the event that the [Corporation](/usc/12/5301.md?p=7), as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), is unable to obtain unsecured [credit](/usc/12/5481.md?p=7) for the [covered financial company](/usc/12/5381.md?p=a-8) from commercial sources, the [Corporation](/usc/12/5301.md?p=7) as receiver may obtain [credit](/usc/12/5481.md?p=7) or incur debt on the part of the [covered financial company](/usc/12/5381.md?p=a-8), which shall have priority over any or all [administrative expenses of the receiver](/usc/12/5381.md?p=a-1) under [paragraph (1)(A)](#b-1-A).
  - (3) **Claims of the United States—** Unsecured [claims](/usc/12/5381.md?p=a-4) of the United States shall, at a minimum, have a higher priority than liabilities of the [covered financial company](/usc/12/5381.md?p=a-8) that count as regulatory capital.
  - (4) **Creditors similarly situated—** All claimants of a [covered financial company](/usc/12/5381.md?p=a-8) that are similarly situated under [paragraph (1)](#b-1) shall be treated in a similar manner, except that the [Corporation](/usc/12/5301.md?p=7) may take any action ([including](/usc/12/5301.md?p=18-A) making payments, subject to [subsection (o)(1)(D)(i)](#o-1-D-i)) that does not comply with this subsection, if—
    - (A) the [Corporation](/usc/12/5301.md?p=7) determines that such action is necessary—
      - (i) to maximize the value of the assets of the [covered financial company](/usc/12/5381.md?p=a-8);
      - (ii) to initiate and continue operations essential to implementation of the receivership or any [bridge financial company](/usc/12/5381.md?p=a-3);
      - (iii) to maximize the present value return from the sale or other disposition of the assets of the [covered financial company](/usc/12/5381.md?p=a-8); or
      - (iv) to minimize the amount of any loss realized upon the sale or other disposition of the assets of the [covered financial company](/usc/12/5381.md?p=a-8); and
    - (B) all claimants that are similarly situated under [paragraph (1)](#b-1) receive not less than the amount provided in paragraphs [(2)](#d-2) and [(3)](#d-3) of subsection (d).
  - (5) **Secured claims unaffected—** This section shall not affect secured [claims](/usc/12/5381.md?p=a-4) or security entitlements in respect of assets or property held by the [covered financial company](/usc/12/5381.md?p=a-8), except to the extent that the security is insufficient to satisfy the [claim](/usc/12/5381.md?p=a-4), and then only with regard to the difference between the [claim](/usc/12/5381.md?p=a-4) and the amount realized from the security.
  - (6) **Priority of expenses and unsecured claims in the orderly liquidation of SIPC member—** Where the [Corporation](/usc/12/5301.md?p=7) is appointed as receiver for a [covered broker or dealer](/usc/12/5381.md?p=a-7), unsecured [claims](/usc/12/5381.md?p=a-4) against such [covered broker or dealer](/usc/12/5381.md?p=a-7), or the [Corporation](/usc/12/5301.md?p=7) as receiver for such [covered broker or dealer](/usc/12/5381.md?p=a-7) under this section, that are proven to the satisfaction of the receiver under [section 5385(e) of this title](/usc/12/5385.md?p=e), shall have the priority prescribed in [paragraph (1)](#b-1), except that—
    - (A) [SIPC](/usc/12/5381.md?p=a-16) shall be entitled to recover administrative expenses incurred in performing its responsibilities under [section 5385 of this title](/usc/12/5385.md) on an equal basis with the [Corporation](/usc/12/5301.md?p=7), in accordance with [paragraph (1)(A)](#b-1-A);
    - (B) the [Corporation](/usc/12/5301.md?p=7) shall be entitled to recover any amounts paid to [customers](/usc/12/5381.md?p=a-10) or to [SIPC](/usc/12/5381.md?p=a-16) pursuant to [section 5385(f) of this title](/usc/12/5385.md?p=f), in accordance with [paragraph (1)(B)](#b-1-B);
    - (C) [SIPC](/usc/12/5381.md?p=a-16) shall be entitled to recover any amounts paid out of the [SIPC](/usc/12/5381.md?p=a-16) [Fund](/usc/12/5381.md?p=a-12) to meet its obligations under [section 5385 of this title](/usc/12/5385.md) and under the Securities Investor Protection Act of 1970 ([15 U.S.C. 78aaa](/usc/15/78aaa.md) et seq.), which [claim](/usc/12/5381.md?p=a-4) shall be subordinate to the [claims](/usc/12/5381.md?p=a-4) payable under subparagraphs [(A)](#b-1-A) and [(B)](#b-1-B) of paragraph (1), but senior to all other [claims](/usc/12/5381.md?p=a-4); and
    - (D) the [Corporation](/usc/12/5301.md?p=7) may, after paying any proven [claims](/usc/12/5381.md?p=a-4) to [customers](/usc/12/5381.md?p=a-10) under [section 5385 of this title](/usc/12/5385.md) and the Securities Investor Protection Act of 1970 ([15 U.S.C. 78aaa](/usc/15/78aaa.md) et seq.), and as provided above, pay dividends on other proven [claims](/usc/12/5381.md?p=a-4), in its discretion, and to the extent that [funds](/usc/12/5381.md?p=a-12) are available, in accordance with the priorities set forth in [paragraph (1)](#b-1).
- (c) **Provisions relating to contracts entered into before appointment of receiver—**
  - (1) **Authority to repudiate contracts—** In addition to any other rights that a receiver may have, the [Corporation](/usc/12/5301.md?p=7) as receiver for any [covered financial company](/usc/12/5381.md?p=a-8) may disaffirm or repudiate any contract or lease—
    - (A) to which the [covered financial company](/usc/12/5381.md?p=a-8) is a party;
    - (B) the performance of which the [Corporation](/usc/12/5301.md?p=7) as receiver, in the discretion of the [Corporation](/usc/12/5301.md?p=7), determines to be burdensome; and
    - (C) the disaffirmance or repudiation of which the [Corporation](/usc/12/5301.md?p=7) as receiver determines, in the discretion of the [Corporation](/usc/12/5301.md?p=7), will promote the orderly administration of the affairs of the [covered financial company](/usc/12/5381.md?p=a-8).
  - (2) **Timing of repudiation—** The [Corporation](/usc/12/5301.md?p=7), as receiver for any [covered financial company](/usc/12/5381.md?p=a-8), shall determine whether or not to exercise the rights of repudiation under this section within a reasonable period of time.
  - (3) **Claims for damages for repudiation—**
    - (A) **In general—** Except as provided in paragraphs [(4)](#c-4), [(5)](#c-5), and [(6)](#c-6) and in subparagraphs (C), (D), and (E) of this paragraph, the liability of the [Corporation](/usc/12/5301.md?p=7) as receiver for a [covered financial company](/usc/12/5381.md?p=a-8) for the disaffirmance or repudiation of any contract pursuant to [paragraph (1)](#c-1) shall be—
      - (i) limited to actual direct compensatory damages; and
      - (ii) determined as of—
        - (I) the date of the appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver; or
        - (II) in the case of any contract or agreement referred to in [paragraph (8)](#c-8), the date of the disaffirmance or repudiation of such contract or agreement.
    - (B) **No liability for other damages—** For purposes of [subparagraph (A)](#c-3-A), the term “actual direct compensatory damages” does 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 qualified financial contracts—** In the case of any qualified [financial contract](/usc/12/5341.md?p=7) or agreement to which [paragraph (8)](#c-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](/usc/12/5381.md?p=a-4); and
      - (ii) paid in accordance with this paragraph and [subsection (d)](#d), except as otherwise specifically provided in this subsection.
    - (D) **Measure of damages for repudiation or disaffirmance of debt obligation—** In the case of any debt for borrowed money or evidenced by a security, actual direct compensatory damages shall be no less than the amount lent plus accrued interest plus any accreted original issue discount as of the date the [Corporation](/usc/12/5301.md?p=7) was appointed receiver of the [covered financial company](/usc/12/5381.md?p=a-8) and, to the extent that an allowed secured [claim](/usc/12/5381.md?p=a-4) is secured by property the value of which is greater than the amount of such [claim](/usc/12/5381.md?p=a-4) and any accrued interest through the date of repudiation or disaffirmance, such accrued interest pursuant to [paragraph (1)](#c-1).
    - (E) **Measure of damages for repudiation or disaffirmance of contingent obligation—** In the case of any contingent obligation of a [covered financial company](/usc/12/5381.md?p=a-8) consisting of any obligation under a guarantee, letter of [credit](/usc/12/5481.md?p=7), loan commitment, or similar [credit](/usc/12/5481.md?p=7) obligation, the [Corporation](/usc/12/5301.md?p=7) may, by rule or regulation, prescribe that actual direct compensatory damages shall be no less than the estimated value of the [claim](/usc/12/5381.md?p=a-4) as of the date the [Corporation](/usc/12/5301.md?p=7) was appointed receiver of the [covered financial company](/usc/12/5381.md?p=a-8), as such value is measured based on the likelihood that such contingent [claim](/usc/12/5381.md?p=a-4) would become fixed and the probable magnitude thereof.
  - (4) **Leases under which the covered financial company is the lessee—**
    - (A) **In general—** If the [Corporation](/usc/12/5301.md?p=7) as receiver disaffirms or repudiates a lease under which the [covered financial company](/usc/12/5381.md?p=a-8) is the lessee, the receiver shall not be liable for any damages (other than damages determined pursuant to [subparagraph (B)](#c-4-B)) for the disaffirmance or repudiation of such lease.
    - (B) **Payments of rent—** Notwithstanding [subparagraph (A)](#c-4-A), the lessor under a lease to which [subparagraph (A)](#c-4-A) would otherwise apply 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 or breach of the terms of the lease;
      - (ii) have no [claim](/usc/12/5381.md?p=a-4) for damages under any acceleration clause or other penalty provision in the lease; and
      - (iii) have a [claim](/usc/12/5381.md?p=a-4) 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 paragraph and [subsection (d)](#d).
  - (5) **Leases under which the covered financial company is the lessor—**
    - (A) **In general—** If the [Corporation](/usc/12/5301.md?p=7) as receiver for a [covered financial company](/usc/12/5381.md?p=a-8) repudiates an unexpired written lease of real property of the [covered financial company](/usc/12/5381.md?p=a-8) under which the [covered financial company](/usc/12/5381.md?p=a-8) is the lessor and the lessee is not, as of the date of such repudiation, in default, 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 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 in [subparagraph (A)](#c-5-A) remains in possession of a leasehold interest pursuant to [clause (ii)](#c-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, any damages which accrue after such date due to the nonperformance of any obligation of the [covered financial company](/usc/12/5381.md?p=a-8) under the lease after such date; and
      - (ii) the [Corporation](/usc/12/5301.md?p=7) as 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)](#c-5-B-i-II).
  - (6) **Contracts for the sale of real property—**
    - (A) **In general—** If the receiver repudiates any contract (which meets the requirements of [subsection (a)(6)](#a-6)) 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, 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 in [subparagraph (A)](#c-6-A) remains in possession of such property pursuant to [clause (ii)](#c-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 [covered financial company](/usc/12/5381.md?p=a-8) under the contract; and
      - (ii) the [Corporation](/usc/12/5301.md?p=7) as 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)](#c-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)](#c-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 [Corporation](/usc/12/5301.md?p=7) as receiver to assign the contract described in [subparagraph (A)](#c-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 in [clause (i)](#c-6-C-i) is consummated, the [Corporation](/usc/12/5301.md?p=7) as receiver shall have no further liability under the contract described in [subparagraph (A)](#c-6-A) or with respect to the real property which was the subject of such contract.
  - (7) **Provisions applicable to 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 [covered financial company](/usc/12/5381.md?p=a-8) for which the [Corporation](/usc/12/5301.md?p=7) has been appointed receiver, any [claim](/usc/12/5381.md?p=a-4) of such [person](/usc/12/5481.md?p=19) for services performed before the date of appointment shall be—
      - (i) a [claim](/usc/12/5381.md?p=a-4) to be paid in accordance with subsections [(a)](#a), [(b)](#b), and [(d)](#d); and
      - (ii) deemed to have arisen as of the date on which the receiver was appointed.
    - (B) **Services performed after appointment and prior to repudiation—** If, in the case of any contract for services described in [subparagraph (A)](#c-7-A), the [Corporation](/usc/12/5301.md?p=7) as receiver accepts performance by the other [person](/usc/12/5481.md?p=19) before making 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 receivership.
    - (C) **Acceptance of performance no bar to subsequent repudiation—** The acceptance by the [Corporation](/usc/12/5301.md?p=7) as receiver for services referred to in [subparagraph (B)](#c-7-B) in connection with a contract described in [subparagraph (B)](#c-7-B) shall not affect the right of the [Corporation](/usc/12/5301.md?p=7) as 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 [subsection (a)(8)](#a-8) and paragraphs (9) and (10) of this subsection, and notwithstanding any other provision of this section, any other provision of Federal law, or the law of any [State](/usc/12/5301.md?p=16), no [person](/usc/12/5481.md?p=19) shall be stayed or prohibited from exercising—
      - (i) any right that such [person](/usc/12/5481.md?p=19) has to cause the termination, liquidation, or acceleration of any qualified [financial contract](/usc/12/5341.md?p=7) with a [covered financial company](/usc/12/5381.md?p=a-8) which arises upon the date of appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver for such [covered financial company](/usc/12/5381.md?p=a-8) or 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 related to one or more qualified [financial contracts](/usc/12/5341.md?p=7) described in [clause (i)](#c-8-A-i); 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 or agreements described in [clause (i)](#c-8-A-i), [including](/usc/12/5301.md?p=18-A) any master agreement for such contracts or agreements.
    - (B) **Applicability of other provisions—** [Subsection (a)(8)](#a-8) shall apply in the case of any judicial action or proceeding brought against the [Corporation](/usc/12/5301.md?p=7) as receiver referred to in [subparagraph (A)](#c-8-A), or the subject [covered financial company](/usc/12/5381.md?p=a-8), by any party to a contract or agreement described in [subparagraph (A)(i)](#c-8-A-i) with such [covered financial company](/usc/12/5381.md?p=a-8).
    - (C) **Certain transfers not avoidable—**
      - (i) **In general—** Notwithstanding subsection [(a)(11)](#a-11), [(a)(12)](#a-12), or [(c)(12)](#c-12), [section 91 of this title](/usc/12/91.md), or any other provision of Federal or [State](/usc/12/5301.md?p=16) law relating to the avoidance of preferential or fraudulent transfers, the [Corporation](/usc/12/5301.md?p=7), whether acting as the [Corporation](/usc/12/5301.md?p=7) or as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), may not avoid any transfer of money or other property in connection with any qualified [financial contract](/usc/12/5341.md?p=7) with a [covered financial company](/usc/12/5381.md?p=a-8).
      - (ii) **Exception for certain transfers—** [Clause (i)](#c-8-C-i) shall not apply to any transfer of money or other property in connection with any qualified [financial contract](/usc/12/5341.md?p=7) with a [covered financial company](/usc/12/5381.md?p=a-8) if the transferee had actual intent to hinder, delay, or defraud such [company](/usc/12/5381.md?p=a-5), the creditors of such [company](/usc/12/5381.md?p=a-5), or the [Corporation](/usc/12/5301.md?p=7) as receiver appointed for such [company](/usc/12/5381.md?p=a-5).
    - (D) **Certain contracts and agreements defined—** For purposes of this subsection, the following definitions shall apply:
      - (i) **Qualified financial contract—** The term “qualified [financial contract](/usc/12/5341.md?p=7)” means any securities contract, commodity contract, forward contract, repurchase agreement, [swap](/usc/12/5301.md?p=6) agreement, and any similar agreement that the [Corporation](/usc/12/5301.md?p=7) determines by regulation, resolution, or order to be a qualified [financial contract](/usc/12/5341.md?p=7) 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](/usc/12/5301.md?p=18-A), a [mortgage](/usc/12/1707.md?p=a) loan, any interest in a [mortgage](/usc/12/1707.md?p=a) loan, a group or index of securities, certificates of [deposit](/usc/12/5301.md?p=18-A), or [mortgage](/usc/12/1707.md?p=a) loans or interests therein ([including](/usc/12/5301.md?p=18-A) any interest therein or based on the value thereof), or any option on any of the foregoing, [including](/usc/12/5301.md?p=18-A) any option to purchase or sell any such security, certificate of [deposit](/usc/12/5301.md?p=18-A), [mortgage](/usc/12/1707.md?p=a) loan, interest, group or index, or option, and [including](/usc/12/5301.md?p=18-A) any repurchase or reverse repurchase transaction on any such security, certificate of [deposit](/usc/12/5301.md?p=18-A), [mortgage](/usc/12/1707.md?p=a) loan, interest, group or index, or option (whether or not such repurchase or reverse repurchase transaction is a “repurchase agreement”, as defined in [clause (v)](#c-8-D-v));
        - (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 [Corporation](/usc/12/5301.md?p=7) 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 ([including](/usc/12/5301.md?p=18-A) by novation) by or to any securities clearing agency of any settlement of cash, securities, certificates of [deposit](/usc/12/5301.md?p=18-A), [mortgage](/usc/12/1707.md?p=a) loans or interests therein, group or index of securities, certificates of [deposit](/usc/12/5301.md?p=18-A) or [mortgage](/usc/12/1707.md?p=a) loans or interests therein ([including](/usc/12/5301.md?p=18-A) any interest therein or based on the value thereof) or an option on any of the foregoing, [including](/usc/12/5301.md?p=18-A) any option to purchase or sell any such security, certificate of [deposit](/usc/12/5301.md?p=18-A), [mortgage](/usc/12/1707.md?p=a) loan, interest, group or index, or option (whether or not such settlement is in connection with any agreement or transaction referred to in subclauses [(I)](#c-8-D-ii-I) through [(XII)](#c-8-D-ii-XII) (other than [subclause (II)](#c-8-D-ii-II)));
        - (V) means any margin loan;
        - (VI) means any extension of [credit](/usc/12/5481.md?p=7) for the clearance or settlement of securities transactions;
        - (VII) means any loan transaction coupled with a securities collar transaction, any prepaid securities forward transaction, or any total return [swap](/usc/12/5301.md?p=6) transaction coupled with a securities sale transaction;
        - (VIII) means any other agreement or transaction that is similar to any agreement or transaction referred to in this clause;
        - (IX) means any combination of the agreements or transactions referred to in this clause;
        - (X) means any option to enter into any agreement or transaction referred to in this clause;
        - (XI) means a master agreement that provides for an agreement or transaction referred to in any of subclauses [(I)](#c-8-D-ii-I) through [(X)](#c-8-D-ii-X), other than [subclause (II)](#c-8-D-ii-II), 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 any of subclauses [(I)](#c-8-D-ii-I) through [(X)](#c-8-D-ii-X), other than [subclause (II)](#c-8-D-ii-II); and
        - (XII) 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](/usc/12/5301.md?p=18-A) 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](/usc/12/5301.md?p=6), 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 of trade](/usc/12/5301.md?p=6);
        - (II) with respect to a foreign [futures commission merchant](/usc/12/5301.md?p=6), 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 of trade](/usc/12/5301.md?p=6) that is cleared by such clearing organization, or commodity option traded on, or subject to the rules of, a contract market or [board of trade](/usc/12/5301.md?p=6) 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 any of subclauses [(I)](#c-8-D-iii-I) through [(VIII)](#c-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 any of subclauses [(I)](#c-8-D-iii-I) through [(VIII)](#c-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](/usc/12/5301.md?p=18-A) 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) that is more than 2 days after the date on which the contract is entered into, [including](/usc/12/5301.md?p=18-A) a repurchase or reverse repurchase transaction (whether or not such repurchase or reverse repurchase transaction is a “repurchase agreement”, as defined in [clause (v)](#c-8-D-v)), consignment, lease, [swap](/usc/12/5301.md?p=6), hedge transaction, [deposit](/usc/12/5301.md?p=18-A), loan, option, allocated transaction, unallocated transaction, or any other similar agreement;
        - (II) any combination of agreements or transactions referred to in subclauses [(I)](#c-8-D-iv-I) and [(III)](#c-8-D-iv-III);
        - (III) any option to enter into any agreement or transaction referred to in subclause [(I)](#c-8-D-iv-I) or [(II)](#c-8-D-iv-II);
        - (IV) a master agreement that provides for an agreement or transaction referred to in subclause [(I)](#c-8-D-iv-I), [(II)](#c-8-D-iv-II), or [(III)](#c-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)](#c-8-D-iv-I), [(II)](#c-8-D-iv-II), or [(III)](#c-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)](#c-8-D-iv-I), [(II)](#c-8-D-iv-II), [(III)](#c-8-D-iv-III), or [(IV)](#c-8-D-iv-IV), [including](/usc/12/5301.md?p=18-A) 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” (which definition also applies to a reverse repurchase agreement)—
        - (I) means an agreement, [including](/usc/12/5301.md?p=18-A) related terms, which provides for the transfer of one or more certificates of [deposit](/usc/12/5301.md?p=18-A), [mortgage](/usc/12/1707.md?p=a) related securities (as such term is defined in section 3 of the Securities Exchange Act of 1934 [[15 U.S.C. 78c](/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 (which, for purposes of this clause, means 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 [Board of Governors](/usc/12/5301.md?p=3)), or securities that are direct obligations of, or that are fully guaranteed by, the United States or any agency of the United States against the transfer of [funds](/usc/12/5381.md?p=a-12) by the transferee of such certificates of [deposit](/usc/12/5301.md?p=18-A), 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](/usc/12/5301.md?p=18-A), 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](/usc/12/5381.md?p=a-12), 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 [Corporation](/usc/12/5301.md?p=7) 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)](#c-8-D-v-I) and [(IV)](#c-8-D-v-IV);
        - (IV) means any option to enter into any agreement or transaction referred to in subclause [(I)](#c-8-D-v-I) or [(III)](#c-8-D-v-III);
        - (V) means a master agreement that provides for an agreement or transaction referred to in subclause [(I)](#c-8-D-v-I), [(III)](#c-8-D-v-III), or [(IV)](#c-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)](#c-8-D-v-I), [(III)](#c-8-D-v-III), or [(IV)](#c-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)](#c-8-D-v-I), [(III)](#c-8-D-v-III), [(IV)](#c-8-D-v-IV), or [(V)](#c-8-D-v-V), [including](/usc/12/5301.md?p=18-A) any guarantee or reimbursement obligation in connection with any agreement or transaction referred to in any such subclause.
      - (vi) **Swap agreement—** The term “[swap](/usc/12/5301.md?p=6) agreement” means—
        - (I) any agreement, [including](/usc/12/5301.md?p=18-A) the terms and conditions incorporated by reference in any such agreement, which is an interest rate [swap](/usc/12/5301.md?p=6), option, future, or forward agreement, [including](/usc/12/5301.md?p=18-A) a rate floor, rate cap, rate collar, cross-currency rate [swap](/usc/12/5301.md?p=6), and basis [swap](/usc/12/5301.md?p=6); a spot, same day-tomorrow, tomorrow-next, forward, or other [foreign exchange](/usc/12/5481.md?p=16), precious metals, or other commodity agreement; a currency [swap](/usc/12/5301.md?p=6), option, future, or forward agreement; an equity index or equity [swap](/usc/12/5301.md?p=6), option, future, or forward agreement; a debt index or debt [swap](/usc/12/5301.md?p=6), 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](/usc/12/5301.md?p=6), option, future, or forward agreement; a commodity index or commodity [swap](/usc/12/5301.md?p=6), option, future, or forward agreement; weather [swap](/usc/12/5301.md?p=6), option, future, or forward agreement; an emissions [swap](/usc/12/5301.md?p=6), option, future, or forward agreement; or an inflation [swap](/usc/12/5301.md?p=6), option, future, or forward agreement;
        - (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](/usc/12/5301.md?p=6) or other derivatives markets ([including](/usc/12/5301.md?p=18-A) terms and conditions incorporated by reference in such agreement) and that is a forward, [swap](/usc/12/5301.md?p=6), future, option, or spot transaction 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)](#c-8-D-vi-I), [(II)](#c-8-D-vi-II), [(III)](#c-8-D-vi-III), or [(IV)](#c-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](/usc/12/5301.md?p=6) agreement under this clause, except that the master agreement shall be considered to be a [swap](/usc/12/5301.md?p=6) agreement under this clause only with respect to each agreement or transaction under the master agreement that is referred to in subclause [(I)](#c-8-D-vi-I), [(II)](#c-8-D-vi-II), [(III)](#c-8-D-vi-III), or [(IV)](#c-8-D-vi-IV); and
        - (VI) any security agreement or arrangement or other [credit](/usc/12/5481.md?p=7) enhancement related to any agreement or transaction referred to in any of subclauses [(I)](#c-8-D-vi-I) through [(V)](#c-8-D-vi-V), [including](/usc/12/5301.md?p=18-A) any guarantee or reimbursement obligation in connection with any agreement or transaction referred to in any such clause.
      - (vii) **Definitions relating to default—** When used in this paragraph and paragraphs [(9)](#c-9) and [(10)](#c-10)—
        - (I) the term “default” means, with respect to a [covered financial company](/usc/12/5381.md?p=a-8), any adjudication or other official decision by any [court](/usc/12/5381.md?p=a-6) of competent jurisdiction, or other public authority pursuant to which the [Corporation](/usc/12/5301.md?p=7) has been appointed receiver; and
        - (II) the term “in danger of default” means a [covered financial company](/usc/12/5381.md?p=a-8) with respect to which the [Corporation](/usc/12/5301.md?p=7) or appropriate [State](/usc/12/5301.md?p=16) authority has determined that—
          - (aa) in the opinion of the [Corporation](/usc/12/5301.md?p=7) or such authority—
            - (AA) the [covered financial company](/usc/12/5381.md?p=a-8) is not likely to be able to pay its obligations in the normal course of business; and
            - (BB) there is no reasonable prospect that the [covered financial company](/usc/12/5381.md?p=a-8) will be able to pay such obligations without Federal assistance; or
          - (bb) in the opinion of the [Corporation](/usc/12/5301.md?p=7) or such authority—
            - (AA) the [covered financial company](/usc/12/5381.md?p=a-8) has incurred or is likely to incur losses that will deplete all or substantially all of its capital; and
            - (BB) there is no reasonable prospect that the capital will be replenished without Federal assistance.
      - (viii) **Treatment of master agreement as one agreement—** Any master agreement for any contract or agreement described in any of clauses [(i)](#c-8-D-i) through [(vi)](#c-8-D-vi) (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 contact. If a master agreement contains provisions relating to agreements or transactions that are not themselves qualified [financial contracts](/usc/12/5341.md?p=7), the master agreement shall be deemed to be a qualified [financial contract](/usc/12/5341.md?p=7) only with respect to those transactions that are themselves qualified [financial contracts](/usc/12/5341.md?p=7).
      - (ix) **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](/usc/12/5301.md?p=18-A) retention of title as a security interest and foreclosure of the equity of redemption of the [covered financial company](/usc/12/5381.md?p=a-8).
      - (x) **Person—** The term “[person](/usc/12/5481.md?p=19)” includes any governmental entity in addition to any entity included in the definition of such term in [section 1](/usc/12/1.md), title 1.
    - (E) **Clarification—** No provision of law shall be construed as limiting the right or power of the [Corporation](/usc/12/5301.md?p=7), or authorizing any [court](/usc/12/5381.md?p=a-6) or agency to limit or delay, in any manner, the right or power of the [Corporation](/usc/12/5301.md?p=7) to transfer any qualified [financial contract](/usc/12/5341.md?p=7) or to disaffirm or repudiate any such contract in accordance with this subsection.
    - (F) **Walkaway clauses not effective—**
      - (i) **In general—** Notwithstanding the provisions of subparagraph (A) of this paragraph and sections 403 and 404 of the Federal [Deposit](/usc/12/5301.md?p=18-A) Insurance [Corporation](/usc/12/5301.md?p=7) Improvement Act of 1991 [[12 U.S.C. 4403](/usc/12/4403.md), 4404], no walkaway clause shall be enforceable in a qualified [financial contract](/usc/12/5341.md?p=7) of a [covered financial company](/usc/12/5381.md?p=a-8) in default.
      - (ii) **Limited suspension of certain obligations—** In the case of a qualified [financial contract](/usc/12/5341.md?p=7) referred to in [clause (i)](#c-8-F-i), any payment or delivery obligations otherwise due from a party pursuant to the qualified [financial contract](/usc/12/5341.md?p=7) shall be suspended from the time at which the [Corporation](/usc/12/5301.md?p=7) is appointed as receiver until the earlier of—
        - (I) the time at which such party receives notice that such contract has been transferred pursuant to [paragraph (10)(A)](#c-10-A); or
        - (II) 5:00 p.m. (eastern time) on the business day following the date of the appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver.
      - (iii) **Walkaway clause defined—** For purposes of this subparagraph, the term “walkaway clause” means any provision in a qualified [financial contract](/usc/12/5341.md?p=7) that suspends, conditions, or extinguishes a payment obligation of a party, in whole or in part, or does not create a payment obligation of a party that would otherwise exist, solely because of the status of such party as a nondefaulting party in connection with the insolvency of a [covered financial company](/usc/12/5381.md?p=a-8) that is a party to the contract or the appointment of or the exercise of rights or powers by the [Corporation](/usc/12/5301.md?p=7) as receiver for such [covered financial company](/usc/12/5381.md?p=a-8), and not as a result of the exercise by a party of any right to offset, setoff, or net obligations that exist under the contract, any other contract between those parties, or applicable law.
    - (G) **Certain obligations to clearing organizations—** In the event that the [Corporation](/usc/12/5301.md?p=7) has been appointed as receiver for a [covered financial company](/usc/12/5381.md?p=a-8) which is a party to any qualified [financial contract](/usc/12/5341.md?p=7) cleared by or subject to the rules of a clearing organization (as defined in [paragraph (9)(D)](#c-9-D)), the receiver shall use its best efforts to meet all margin, collateral, and settlement obligations of the [covered financial company](/usc/12/5381.md?p=a-8) that arise under qualified [financial contracts](/usc/12/5341.md?p=7) (other than any margin, collateral, or settlement obligation that is not enforceable against the receiver under [paragraph (8)(F)(i)](#c-8-F-i) or [paragraph (10)(B)](#c-10-B)), as required by the rules of the clearing organization when due. Notwithstanding any other provision of this subchapter, if the receiver fails to satisfy any such margin, collateral, or settlement obligations under the rules of the clearing organization, the clearing organization shall have the immediate right to exercise, and shall not be stayed from exercising, all of its rights and remedies under its rules and applicable law with respect to any qualified [financial contract](/usc/12/5341.md?p=7) of the [covered financial company](/usc/12/5381.md?p=a-8), [including](/usc/12/5301.md?p=18-A), without limitation, the right to liquidate all positions and collateral of such [covered financial company](/usc/12/5381.md?p=a-8) under the [company](/usc/12/5381.md?p=a-5)’s qualified [financial contracts](/usc/12/5341.md?p=7), and suspend or cease to act for such [covered financial company](/usc/12/5381.md?p=a-8), all in accordance with the rules of the clearing organization.
    - (H) **Recordkeeping—**
      - (i) **Joint rulemaking—** The Federal [primary financial regulatory agencies](/usc/12/5301.md?p=12) shall jointly prescribe regulations requiring that [financial companies](/usc/12/5341.md?p=2) maintain such records with respect to qualified [financial contracts](/usc/12/5341.md?p=7) ([including](/usc/12/5301.md?p=18-A) market valuations) that the Federal [primary financial regulatory agencies](/usc/12/5301.md?p=12) determine to be necessary or appropriate in order to assist the [Corporation](/usc/12/5301.md?p=7) as receiver for a [covered financial company](/usc/12/5381.md?p=a-8) in being able to exercise its rights and fulfill its obligations under this paragraph or paragraph [(9)](#c-9) or [(10)](#c-10).
      - (ii) **Time frame—** The Federal [primary financial regulatory agencies](/usc/12/5301.md?p=12) shall prescribe joint final or interim final regulations not later than 24 months after July 21, 2010.
      - (iii) **Back-up rulemaking authority—** If the Federal [primary financial regulatory agencies](/usc/12/5301.md?p=12) do not prescribe joint final or interim final regulations within the time frame in [clause (ii)](#c-8-H-ii), the [Chairperson](/usc/12/5311.md?p=a-2) of the [Council](/usc/12/5301.md?p=8) shall prescribe, in consultation with the [Corporation](/usc/12/5301.md?p=7), the regulations required by [clause (i)](#c-8-H-i).
      - (iv) **Categorization and tiering—** The joint regulations prescribed under [clause (i)](#c-8-H-i) shall, as appropriate, differentiate among [financial companies](/usc/12/5341.md?p=2) by taking into consideration their size, risk, complexity, leverage, frequency and dollar amount of qualified [financial contracts](/usc/12/5341.md?p=7), interconnectedness to the financial system, and any other factors deemed appropriate.
  - (9) **Transfer of qualified financial contracts—**
    - (A) **In general—** In making any transfer of assets or liabilities of a [covered financial company](/usc/12/5381.md?p=a-8) in default, which includes any qualified [financial contract](/usc/12/5341.md?p=7), the [Corporation](/usc/12/5301.md?p=7) as receiver for such [covered financial company](/usc/12/5381.md?p=a-8) shall either—
      - (i) transfer to one financial institution, other than a financial institution for which a conservator, receiver, trustee in bankruptcy, or other legal [custodian](/usc/12/5561.md?p=3) has been appointed or which is otherwise the subject of a bankruptcy or insolvency proceeding—
        - (I) all qualified [financial contracts](/usc/12/5341.md?p=7) between any [person](/usc/12/5481.md?p=19) or any [affiliate](/usc/12/5301.md?p=1) of such [person](/usc/12/5481.md?p=19) and the [covered financial company](/usc/12/5381.md?p=a-8) in default;
        - (II) all [claims](/usc/12/5381.md?p=a-4) of such [person](/usc/12/5481.md?p=19) or any [affiliate](/usc/12/5301.md?p=1) of such [person](/usc/12/5481.md?p=19) against such [covered financial company](/usc/12/5381.md?p=a-8) under any such contract (other than any [claim](/usc/12/5381.md?p=a-4) which, under the terms of any such contract, is subordinated to the [claims](/usc/12/5381.md?p=a-4) of general unsecured creditors of such [company](/usc/12/5381.md?p=a-5));
        - (III) all [claims](/usc/12/5381.md?p=a-4) of such [covered financial company](/usc/12/5381.md?p=a-8) against such [person](/usc/12/5481.md?p=19) or any [affiliate](/usc/12/5301.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 [subclause (I)](#c-9-A-i-I) or any [claim](/usc/12/5381.md?p=a-4) described in subclause [(II)](#c-9-A-i-II) or [(III)](#c-9-A-i-III) under any such contract; or
      - (ii) transfer none of the qualified [financial contracts](/usc/12/5341.md?p=7), [claims](/usc/12/5381.md?p=a-4), property or other [credit](/usc/12/5481.md?p=7) enhancement referred to in [clause (i)](#c-9-A-i) (with respect to such [person](/usc/12/5481.md?p=19) and any [affiliate](/usc/12/5301.md?p=1) of such [person](/usc/12/5481.md?p=19)).
    - (B) **Transfer to foreign bank, financial institution, or branch or agency thereof—** In transferring any qualified [financial contracts](/usc/12/5341.md?p=7) and related [claims](/usc/12/5381.md?p=a-4) and property under [subparagraph (A)(i)](#c-9-A-i), the [Corporation](/usc/12/5301.md?p=7) as receiver for the [covered financial company](/usc/12/5381.md?p=a-8) shall not make such transfer to a [foreign bank](/usc/12/5301.md?p=18-A), financial institution organized under the laws of a foreign country, or a branch or agency of a [foreign bank](/usc/12/5301.md?p=18-A) or financial institution unless, under the law applicable to such [bank](/usc/12/5301.md?p=18-A), financial institution, branch or agency, to the qualified [financial contracts](/usc/12/5341.md?p=7), and to any netting contract, any security agreement or arrangement or other [credit](/usc/12/5481.md?p=7) enhancement related to one or more qualified [financial contracts](/usc/12/5341.md?p=7), the contractual rights of the parties to such qualified [financial contracts](/usc/12/5341.md?p=7), netting contracts, security agreements or arrangements, or other [credit](/usc/12/5481.md?p=7) enhancements are enforceable substantially to the same extent as permitted under this section.
    - (C) **Transfer of contracts subject to the rules of a clearing organization—** In the event that the [Corporation](/usc/12/5301.md?p=7) as receiver for a financial institution transfers any qualified [financial contract](/usc/12/5341.md?p=7) and related [claims](/usc/12/5381.md?p=a-4), property, or [credit](/usc/12/5481.md?p=7) enhancement pursuant to [subparagraph (A)(i)](#c-9-A-i) and such contract is cleared by or subject to the rules of a clearing organization, the clearing organization shall not be required to accept the transferee as a member by virtue of the transfer.
    - (D) **Definitions—** For purposes of this paragraph—
      - (i) the term “financial institution” means a broker or dealer, a [depository institution](/usc/12/5301.md?p=18-A), a [futures commission merchant](/usc/12/5301.md?p=6), a [bridge financial company](/usc/12/5381.md?p=a-3), or any other institution determined by the [Corporation](/usc/12/5301.md?p=7), by regulation, to be a financial institution; and
      - (ii) the term “clearing organization” has the same meaning as in section 402 of the Federal [Deposit](/usc/12/5301.md?p=18-A) Insurance [Corporation](/usc/12/5301.md?p=7) Improvement Act of 1991 [[12 U.S.C. 4402](/usc/12/4402.md)].
  - (10) **Notification of transfer—**
    - (A) **In general—**
      - (i) **Notice—** The [Corporation](/usc/12/5301.md?p=7) shall provide notice in accordance with [clause (ii)](#c-10-A-ii), if—
        - (I) the [Corporation](/usc/12/5301.md?p=7) as receiver for a [covered financial company](/usc/12/5381.md?p=a-8) in default or in danger of default transfers any assets or liabilities of the [covered financial company](/usc/12/5381.md?p=a-8); and
        - (II) the transfer includes any qualified [financial contract](/usc/12/5341.md?p=7).
      - (ii) **Timing—** The [Corporation](/usc/12/5301.md?p=7) as receiver for a [covered financial company](/usc/12/5381.md?p=a-8) shall notify any [person](/usc/12/5481.md?p=19) who is a party to any contract described in [clause (i)](#c-10-A-i) of such transfer not later than 5:00 p.m. (eastern time) on the business day following the date of the appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver.
    - (B) **Certain rights not enforceable—**
      - (i) **Receivership—** A [person](/usc/12/5481.md?p=19) who is a party to a qualified [financial contract](/usc/12/5341.md?p=7) with a [covered financial company](/usc/12/5381.md?p=a-8) 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)](#c-8-A) solely by reason of or incidental to the appointment under this section of the [Corporation](/usc/12/5301.md?p=7) as receiver for the [covered financial company](/usc/12/5381.md?p=a-8) (or the insolvency or financial condition of the [covered financial company](/usc/12/5381.md?p=a-8) for which the [Corporation](/usc/12/5301.md?p=7) has been appointed as receiver)—
        - (I) until 5:00 p.m. (eastern time) on the business day following the date of the appointment; 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)](#c-9-A).
      - (ii) **Notice—** For purposes of this paragraph, the [Corporation](/usc/12/5301.md?p=7) as receiver for a [covered financial company](/usc/12/5381.md?p=a-8) shall be deemed to have notified a [person](/usc/12/5481.md?p=19) who is a party to a qualified [financial contract](/usc/12/5341.md?p=7) with such [covered financial company](/usc/12/5381.md?p=a-8), if the [Corporation](/usc/12/5301.md?p=7) has taken steps reasonably calculated to provide notice to such [person](/usc/12/5481.md?p=19) by the time specified in [subparagraph (A)](#c-10-A).
    - (C) **Treatment of bridge financial company—** For purposes of [paragraph (9)](#c-9), a [bridge financial company](/usc/12/5381.md?p=a-3) shall not be considered to be a financial institution for which a conservator, receiver, trustee in bankruptcy, or other legal [custodian](/usc/12/5561.md?p=3) has been appointed, or which is otherwise the subject of a bankruptcy or insolvency proceeding.
    - (D) **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](/usc/12/5301.md?p=18-A) of New York is closed.
  - (11) **Disaffirmance or repudiation of qualified financial contracts—** In exercising the rights of disaffirmance or repudiation of the [Corporation](/usc/12/5301.md?p=7) as receiver with respect to any qualified [financial contract](/usc/12/5341.md?p=7) to which a [covered financial company](/usc/12/5381.md?p=a-8) is a party, the [Corporation](/usc/12/5301.md?p=7) shall either—
    - (A) disaffirm or repudiate all qualified [financial contracts](/usc/12/5341.md?p=7) between—
      - (i) any [person](/usc/12/5481.md?p=19) or any [affiliate](/usc/12/5301.md?p=1) of such [person](/usc/12/5481.md?p=19); and
      - (ii) the [covered financial company](/usc/12/5381.md?p=a-8) in default; or
    - (B) disaffirm or repudiate none of the qualified [financial contracts](/usc/12/5341.md?p=7) referred to in [subparagraph (A)](#c-11-A) (with respect to such [person](/usc/12/5481.md?p=19) or any [affiliate](/usc/12/5301.md?p=1) of such [person](/usc/12/5481.md?p=19)).
  - (12) **Certain security and customer interests not avoidable—** No provision of this subsection shall be construed as permitting the avoidance of any—
    - (A) legally enforceable or perfected security interest in any of the assets of any [covered financial company](/usc/12/5381.md?p=a-8), except in accordance with [subsection (a)(11)](#a-11); or
    - (B) legally enforceable interest in [customer property](/usc/12/5381.md?p=a-10), security entitlements in respect of assets or property held by the [covered financial company](/usc/12/5381.md?p=a-8) for any security entitlement holder.
  - (13) **Authority to enforce contracts—**
    - (A) **In general—** The [Corporation](/usc/12/5301.md?p=7), as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), may enforce any contract, other than a liability insurance contract of a [director](/usc/12/5341.md?p=1) or officer, a financial institution bond entered into by the [covered financial company](/usc/12/5381.md?p=a-8), notwithstanding any provision of the contract providing for termination, default, acceleration, or exercise of rights upon, or solely by reason of, insolvency, the appointment of or the exercise of rights or powers by the [Corporation](/usc/12/5301.md?p=7) as receiver, the filing of the petition pursuant to [section 5382(a)(1) of this title](/usc/12/5382.md?p=a-1), or the issuance of the recommendations or determination, or any actions or events occurring in connection therewith or as a result thereof, pursuant to [section 5383 of this title](/usc/12/5383.md).
    - (B) **Certain rights not affected—** No provision of this paragraph may be construed as impairing or affecting any right of the [Corporation](/usc/12/5301.md?p=7) as receiver to enforce or recover under a liability insurance contract of a [director](/usc/12/5341.md?p=1) or officer or financial institution bond under other applicable law.
    - (C) **Consent requirement and ipso facto clauses—**
      - (i) **In general—** Except as otherwise provided by this section, no [person](/usc/12/5481.md?p=19) may exercise any right or power to terminate, accelerate, or declare a default under any contract to which the [covered financial company](/usc/12/5381.md?p=a-8) is a party (and no provision in any such contract providing for such default, termination, or acceleration shall be enforceable), or to obtain possession of or exercise [control](/usc/12/5301.md?p=18-A) over any property of the [covered financial company](/usc/12/5381.md?p=a-8) or affect any contractual rights of the [covered financial company](/usc/12/5381.md?p=a-8), without the consent of the [Corporation](/usc/12/5301.md?p=7) as receiver for the [covered financial company](/usc/12/5381.md?p=a-8) during the 90 day period beginning from the appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver.
      - (ii) **Exceptions—** No provision of this subparagraph shall apply to a [director](/usc/12/5341.md?p=1) or officer liability insurance contract or a financial institution bond, to the rights of parties to certain qualified [financial contracts](/usc/12/5341.md?p=7) pursuant to [paragraph (8)](#c-8), or to the rights of parties to netting contracts pursuant to subtitle A of title IV of the Federal [Deposit](/usc/12/5301.md?p=18-A) Insurance [Corporation](/usc/12/5301.md?p=7) Improvement Act of 1991 ([12 U.S.C. 4401](/usc/12/4401.md) et seq.), or shall be construed as permitting the [Corporation](/usc/12/5301.md?p=7) as receiver to fail to comply with otherwise enforceable provisions of such contract.
    - (D) **Contracts to extend credit—** Notwithstanding any other provision in this subchapter, if the [Corporation](/usc/12/5301.md?p=7) as receiver enforces any contract to extend [credit](/usc/12/5481.md?p=7) to the [covered financial company](/usc/12/5381.md?p=a-8) or [bridge financial company](/usc/12/5381.md?p=a-3), any valid and enforceable obligation to repay such debt shall be paid by the [Corporation](/usc/12/5301.md?p=7) as receiver, as an administrative expense of the receivership.
  - (14) **Exception for Federal reserve banks and Corporation security interest—** No provision of this subsection shall apply with respect to—
    - (A) any extension of [credit](/usc/12/5481.md?p=7) from any Federal reserve [bank](/usc/12/5301.md?p=18-A) or the [Corporation](/usc/12/5301.md?p=7) to any [covered financial company](/usc/12/5381.md?p=a-8); or
    - (B) any security interest in the assets of the [covered financial company](/usc/12/5381.md?p=a-8) securing any such extension of [credit](/usc/12/5481.md?p=7).
  - (15) **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](/usc/12/5301.md?p=18-A) the Gramm-Leach-Bliley Act, the Legal Certainty for [Bank](/usc/12/5301.md?p=18-A) 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 3(a)(47) of the Securities Exchange Act of 1934 [[15 U.S.C. 78c(a)(47)](/usc/15/78c.md?p=a-47)]), and the Commodity Exchange Act [[7 U.S.C. 1](/usc/7/1.md) et seq.].
  - (16) **Enforcement of contracts guaranteed by the covered financial company—**
    - (A) **In general—** The [Corporation](/usc/12/5301.md?p=7), as receiver for a [covered financial company](/usc/12/5381.md?p=a-8) or as receiver for a [subsidiary](/usc/12/5301.md?p=18-A) of a [covered financial company](/usc/12/5381.md?p=a-8) ([including](/usc/12/5301.md?p=18-A) an [insured depository institution](/usc/12/5301.md?p=18-A)) shall have the power to enforce contracts of [subsidiaries](/usc/12/5301.md?p=18-A) or [affiliates](/usc/12/5301.md?p=1) of the [covered financial company](/usc/12/5381.md?p=a-8), the obligations under which are guaranteed or otherwise supported by or linked to the [covered financial company](/usc/12/5381.md?p=a-8), notwithstanding any contractual right to cause the termination, liquidation, or acceleration of such contracts based solely on the insolvency, financial condition, or receivership of the [covered financial company](/usc/12/5381.md?p=a-8), if—
      - (i) such guaranty or other support and all related assets and liabilities are transferred to and assumed by a [bridge financial company](/usc/12/5381.md?p=a-3) or a third party (other than a third party for which a conservator, receiver, trustee in bankruptcy, or other legal [custodian](/usc/12/5561.md?p=3) has been appointed, or which is otherwise the subject of a bankruptcy or insolvency proceeding) within the same period of time as the [Corporation](/usc/12/5301.md?p=7) is entitled to transfer the qualified [financial contracts](/usc/12/5341.md?p=7) of such [covered financial company](/usc/12/5381.md?p=a-8); or
      - (ii) the [Corporation](/usc/12/5301.md?p=7), as receiver, otherwise provides adequate protection with respect to such obligations.
    - (B) **Rule of construction—** For purposes of this paragraph, a [bridge financial company](/usc/12/5381.md?p=a-3) shall not be considered to be a third party for which a conservator, receiver, trustee in bankruptcy, or other legal [custodian](/usc/12/5561.md?p=3) has been appointed, or which is otherwise the subject of a bankruptcy or insolvency proceeding.
- (d) **Valuation of claims in default—**
  - (1) **In general—** Notwithstanding any other provision of Federal law or the law of any [State](/usc/12/5301.md?p=16), and regardless of the method utilized by the [Corporation](/usc/12/5301.md?p=7) for a [covered financial company](/usc/12/5381.md?p=a-8), [including](/usc/12/5301.md?p=18-A) transactions authorized under [subsection (h)](#h), this subsection shall govern the rights of the creditors of any such [covered financial company](/usc/12/5381.md?p=a-8).
  - (2) **Maximum liability—** The maximum liability of the [Corporation](/usc/12/5301.md?p=7), acting as receiver for a [covered financial company](/usc/12/5381.md?p=a-8) or in any other capacity, to any [person](/usc/12/5481.md?p=19) having a [claim](/usc/12/5381.md?p=a-4) against the [Corporation](/usc/12/5301.md?p=7) as receiver or the [covered financial company](/usc/12/5381.md?p=a-8) for which the [Corporation](/usc/12/5301.md?p=7) is appointed shall equal the amount that such claimant would have received if—
    - (A) the [Corporation](/usc/12/5301.md?p=7) had not been appointed receiver with respect to the [covered financial company](/usc/12/5381.md?p=a-8); and
    - (B) the [covered financial company](/usc/12/5381.md?p=a-8) had been liquidated under [chapter 7](/usc/12/chch7.md) of the [Bankruptcy Code](/usc/12/5381.md?p=a-2), or any similar provision of [State](/usc/12/5301.md?p=16) insolvency law applicable to the [covered financial company](/usc/12/5381.md?p=a-8).
  - (3) **Special provision for orderly liquidation by SIPC—** The maximum liability of the [Corporation](/usc/12/5301.md?p=7), acting as receiver or in its corporate capacity for any [covered broker or dealer](/usc/12/5381.md?p=a-7) to any [customer](/usc/12/5381.md?p=a-10) of such [covered broker or dealer](/usc/12/5381.md?p=a-7), with respect to [customer property](/usc/12/5381.md?p=a-10) of such [customer](/usc/12/5381.md?p=a-10), shall be—
    - (A) equal to the amount that such [customer](/usc/12/5381.md?p=a-10) would have received with respect to such [customer property](/usc/12/5381.md?p=a-10) in a case initiated by [SIPC](/usc/12/5381.md?p=a-16) under the Securities Investor Protection Act of 1970 ([15 U.S.C. 78aaa](/usc/15/78aaa.md) et seq.); and
    - (B) determined as of the close of business on the date on which the [Corporation](/usc/12/5301.md?p=7) is appointed as receiver.
  - (4) **Additional payments authorized—**
    - (A) **In general—** Subject to [subsection (o)(1)(D)(i)](#o-1-D-i), the [Corporation](/usc/12/5301.md?p=7), with the approval of the [Secretary](/usc/12/5301.md?p=14), may make additional payments or [credit](/usc/12/5481.md?p=7) additional amounts to or with respect to or for the account of any claimant or category of claimants of the [covered financial company](/usc/12/5381.md?p=a-8), if the [Corporation](/usc/12/5301.md?p=7) determines that such payments or [credits](/usc/12/5481.md?p=7) are necessary or appropriate to minimize losses to the [Corporation](/usc/12/5301.md?p=7) as receiver from the orderly liquidation of the [covered financial company](/usc/12/5381.md?p=a-8) under this section.
    - (B) **Limitations—**
      - (i) **Prohibition—** The [Corporation](/usc/12/5301.md?p=7) shall not make any payments or [credit](/usc/12/5481.md?p=7) amounts to any claimant or category of claimants that would result in any claimant receiving more than the face value amount of any [claim](/usc/12/5381.md?p=a-4) that is proven to the satisfaction of the [Corporation](/usc/12/5301.md?p=7).
      - (ii) **No obligation—** Notwithstanding any other provision of Federal or [State](/usc/12/5301.md?p=16) law, or the Constitution of any [State](/usc/12/5301.md?p=16), the [Corporation](/usc/12/5301.md?p=7) shall not be obligated, as a result of having made any payment under [subparagraph (A)](#d-4-A) or credited any amount described in [subparagraph (A)](#d-4-A) to or with respect to, or for the account, of any claimant or category of claimants, to make payments to any other claimant or category of claimants.
    - (C) **Manner of payment—** The [Corporation](/usc/12/5301.md?p=7) may make payments or [credit](/usc/12/5481.md?p=7) amounts under [subparagraph (A)](#d-4-A) directly to the claimants or may make such payments or [credit](/usc/12/5481.md?p=7) such amounts to a [company](/usc/12/5381.md?p=a-5) other than a [covered financial company](/usc/12/5381.md?p=a-8) or a [bridge financial company](/usc/12/5381.md?p=a-3) established with respect thereto in order to induce such other [company](/usc/12/5381.md?p=a-5) to accept liability for such [claims](/usc/12/5381.md?p=a-4).
- (e) **Limitation on court action—** Except as provided in this subchapter, no [court](/usc/12/5381.md?p=a-6) may take any action to restrain or affect the exercise of powers or functions of the receiver hereunder, and any remedy against the [Corporation](/usc/12/5301.md?p=7) or receiver shall be limited to money damages determined in accordance with this subchapter.
- (f) **Liability of directors and officers—**
  - (1) **In general—** A [director](/usc/12/5341.md?p=1) or officer of a [covered financial company](/usc/12/5381.md?p=a-8) may be held personally liable for monetary damages in any civil action described in [paragraph (2)](#f-2) by, on behalf of, or at the request or direction of the [Corporation](/usc/12/5301.md?p=7), which action is prosecuted wholly or partially for the benefit of the [Corporation](/usc/12/5301.md?p=7)—
    - (A) acting as receiver for such [covered financial company](/usc/12/5381.md?p=a-8);
    - (B) acting based upon a suit, [claim](/usc/12/5381.md?p=a-4), or cause of action purchased from, assigned by, or otherwise conveyed by the [Corporation](/usc/12/5301.md?p=7) as receiver; or
    - (C) acting based upon a suit, [claim](/usc/12/5381.md?p=a-4), or cause of action purchased from, assigned by, or otherwise conveyed in whole or in part by a [covered financial company](/usc/12/5381.md?p=a-8) or its [affiliate](/usc/12/5301.md?p=1) in connection with assistance provided under this subchapter.
  - (2) **Actions covered—** [Paragraph (1)](#f-1) shall apply with respect to actions for gross negligence, [including](/usc/12/5301.md?p=18-A) any similar conduct or conduct that demonstrates a greater disregard of a duty of care (than gross negligence) [including](/usc/12/5301.md?p=18-A) intentional tortious conduct, as such terms are defined and determined under applicable [State](/usc/12/5301.md?p=16) law.
  - (3) **Savings clause—** Nothing in this subsection shall impair or affect any right of the [Corporation](/usc/12/5301.md?p=7) under other applicable law.
- (g) **Damages—** In any proceeding related to any [claim](/usc/12/5381.md?p=a-4) against a [director](/usc/12/5341.md?p=1), officer, employee, agent, attorney, accountant, or appraiser of a [covered financial company](/usc/12/5381.md?p=a-8), or any other party employed by or providing services to a [covered financial company](/usc/12/5381.md?p=a-8), recoverable damages determined to result from the improvident or otherwise improper use or investment of any assets of the [covered financial company](/usc/12/5381.md?p=a-8) shall include principal losses and appropriate interest.
- (h) **Bridge financial companies—**
  - (1) **Organization—**
    - (A) **Purpose—** The [Corporation](/usc/12/5301.md?p=7), as receiver for one or more [covered financial companies](/usc/12/5381.md?p=a-8) or in anticipation of being appointed receiver for one or more [covered financial companies](/usc/12/5381.md?p=a-8), may organize one or more [bridge financial companies](/usc/12/5381.md?p=a-3) in accordance with this subsection.
    - (B) **Authorities—** Upon the creation of a [bridge financial company](/usc/12/5381.md?p=a-3) under [subparagraph (A)](#h-1-A) with respect to a [covered financial company](/usc/12/5381.md?p=a-8), such [bridge financial company](/usc/12/5381.md?p=a-3) may—
      - (i) assume such liabilities ([including](/usc/12/5301.md?p=18-A) liabilities associated with any trust or custody business, but excluding any liabilities that count as regulatory capital) of such [covered financial company](/usc/12/5381.md?p=a-8) as the [Corporation](/usc/12/5301.md?p=7) may, in its discretion, determine to be appropriate;
      - (ii) purchase such assets ([including](/usc/12/5301.md?p=18-A) assets associated with any trust or custody business) of such [covered financial company](/usc/12/5381.md?p=a-8) as the [Corporation](/usc/12/5301.md?p=7) may, in its discretion, determine to be appropriate; and
      - (iii) perform any other temporary function which the [Corporation](/usc/12/5301.md?p=7) may, in its discretion, prescribe in accordance with this section.
  - (2) **Charter and establishment—**
    - (A) **Establishment—** Except as provided in [subparagraph (H)](#h-2-H), where the [covered financial company](/usc/12/5381.md?p=a-8) is a [covered broker or dealer](/usc/12/5381.md?p=a-7), the [Corporation](/usc/12/5301.md?p=7), as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), may grant a Federal charter to and approve articles of association for one or more [bridge financial company](/usc/12/5381.md?p=a-3) or [companies](/usc/12/5381.md?p=a-5), with respect to such [covered financial company](/usc/12/5381.md?p=a-8) which shall, by operation of law and immediately upon issuance of its charter and approval of its articles of association, be established and operate in accordance with, and subject to, such charter, articles, and this section.
    - (B) **Management—** Upon its establishment, a [bridge financial company](/usc/12/5381.md?p=a-3) shall be under the management of a [board](/usc/12/1861.md?p=b-3) of [directors](/usc/12/5341.md?p=1) appointed by the [Corporation](/usc/12/5301.md?p=7).
    - (C) **Articles of association—** The articles of association and organization certificate of a [bridge financial company](/usc/12/5381.md?p=a-3) shall have such terms as the [Corporation](/usc/12/5301.md?p=7) may provide, and shall be executed by such representatives as the [Corporation](/usc/12/5301.md?p=7) may designate.
    - (D) **Terms of charter; rights and privileges—** Subject to and in accordance with the provisions of this subsection, the [Corporation](/usc/12/5301.md?p=7) shall—
      - (i) establish the terms of the charter of a [bridge financial company](/usc/12/5381.md?p=a-3) and the rights, powers, authorities, and privileges of a [bridge financial company](/usc/12/5381.md?p=a-3) granted by the charter or as an incident thereto; and
      - (ii) provide for, and establish the terms and conditions governing, the management ([including](/usc/12/5301.md?p=18-A) the bylaws and the number of [directors](/usc/12/5341.md?p=1) of the [board](/usc/12/1861.md?p=b-3) of [directors](/usc/12/5341.md?p=1)) and operations of the [bridge financial company](/usc/12/5381.md?p=a-3).
    - (E) **Transfer of rights and privileges of covered financial company—**
      - (i) **In general—** Notwithstanding any other provision of Federal or [State](/usc/12/5301.md?p=16) law, the [Corporation](/usc/12/5301.md?p=7) may provide for a [bridge financial company](/usc/12/5381.md?p=a-3) to succeed to and assume any rights, powers, authorities, or privileges of the [covered financial company](/usc/12/5381.md?p=a-8) with respect to which the [bridge financial company](/usc/12/5381.md?p=a-3) was established and, upon such determination by the [Corporation](/usc/12/5301.md?p=7), the [bridge financial company](/usc/12/5381.md?p=a-3) shall immediately and by operation of law succeed to and assume such rights, powers, authorities, and privileges.
      - (ii) **Effective without approval—** Any succession to or assumption by a [bridge financial company](/usc/12/5381.md?p=a-3) of rights, powers, authorities, or privileges of a [covered financial company](/usc/12/5381.md?p=a-8) under [clause (i)](#h-2-E-i) or otherwise shall be effective without any further approval under Federal or [State](/usc/12/5301.md?p=16) law, assignment, or consent with respect thereto.
    - (F) **Corporate governance and election and designation of body of law—** To the extent permitted by the [Corporation](/usc/12/5301.md?p=7) and consistent with this section and any rules, regulations, or directives issued by the [Corporation](/usc/12/5301.md?p=7) under this section, a [bridge financial company](/usc/12/5381.md?p=a-3) may elect to follow the corporate governance practices and procedures that are applicable to a [corporation](/usc/12/5301.md?p=7) incorporated under the general [corporation](/usc/12/5301.md?p=7) law of the [State](/usc/12/5301.md?p=16) of Delaware, or the [State](/usc/12/5301.md?p=16) of incorporation or organization of the [covered financial company](/usc/12/5381.md?p=a-8) with respect to which the [bridge financial company](/usc/12/5381.md?p=a-3) was established, as such law may be amended from time to time.
    - (G) **Capital—**
      - (i) **Capital not required—** Notwithstanding any other provision of Federal or [State](/usc/12/5301.md?p=16) law, a [bridge financial company](/usc/12/5381.md?p=a-3) may, if permitted by the [Corporation](/usc/12/5301.md?p=7), operate without any capital or surplus, or with such capital or surplus as the [Corporation](/usc/12/5301.md?p=7) may in its discretion determine to be appropriate.
      - (ii) **No contribution by the Corporation required—** The [Corporation](/usc/12/5301.md?p=7) is not required to pay capital into a [bridge financial company](/usc/12/5381.md?p=a-3) or to issue any capital stock on behalf of a [bridge financial company](/usc/12/5381.md?p=a-3) established under this subsection.
      - (iii) **Authority—** If the [Corporation](/usc/12/5301.md?p=7) determines that such action is advisable, the [Corporation](/usc/12/5301.md?p=7) may cause capital stock or other securities of a [bridge financial company](/usc/12/5381.md?p=a-3) established with respect to a [covered financial company](/usc/12/5381.md?p=a-8) to be issued and offered for sale in such amounts and on such terms and conditions as the [Corporation](/usc/12/5301.md?p=7) may, in its discretion, determine.
      - (iv) **Operating funds in lieu of capital and implementation plan—** Upon the organization of a [bridge financial company](/usc/12/5381.md?p=a-3), and thereafter as the [Corporation](/usc/12/5301.md?p=7) may, in its discretion, determine to be necessary or advisable, the [Corporation](/usc/12/5301.md?p=7) may make available to the [bridge financial company](/usc/12/5381.md?p=a-3), subject to the plan described in [subsection (n)(9)](#n-9), [funds](/usc/12/5381.md?p=a-12) for the operation of the [bridge financial company](/usc/12/5381.md?p=a-3) in lieu of capital.
    - (H) **Bridge brokers or dealers—**
      - (i) **In general—** The [Corporation](/usc/12/5301.md?p=7), as receiver for a [covered broker or dealer](/usc/12/5381.md?p=a-7), may approve articles of association for one or more [bridge financial companies](/usc/12/5381.md?p=a-3) with respect to such [covered broker or dealer](/usc/12/5381.md?p=a-7), which [bridge financial company](/usc/12/5381.md?p=a-3) or [companies](/usc/12/5381.md?p=a-5) shall, by operation of law and immediately upon approval of its articles of association—
        - (I) be established and deemed registered with the [Commission](/usc/12/5301.md?p=5) under the Securities Exchange Act of 1934 [[15 U.S.C. 78a](/usc/15/78a.md) et seq.] and a member of [SIPC](/usc/12/5381.md?p=a-16);
        - (II) operate in accordance with such articles and this section; and
        - (III) succeed to any and all registrations and memberships of the [covered financial company](/usc/12/5381.md?p=a-8) with or in any self-regulatory organizations.
      - (ii) **Other requirements—** Except as provided in [clause (i)](#h-2-H-i), and notwithstanding any other provision of this section, the [bridge financial company](/usc/12/5381.md?p=a-3) shall be subject to the Federal securities laws and all requirements with respect to being a member of a self-regulatory organization, unless exempted from any such requirements by the [Commission](/usc/12/5301.md?p=5), as is necessary or appropriate in the public interest or for the protection of investors.
      - (iii) **Treatment of customers—** Except as otherwise provided by this subchapter, any [customer](/usc/12/5381.md?p=a-10) of the [covered broker or dealer](/usc/12/5381.md?p=a-7) whose account is transferred to a [bridge financial company](/usc/12/5381.md?p=a-3) shall have all the rights, privileges, and protections under [section 5385(f) of this title](/usc/12/5385.md?p=f) and under the Securities Investor Protection Act of 1970 ([15 U.S.C. 78aaa](/usc/15/78aaa.md) et seq.), that such [customer](/usc/12/5381.md?p=a-10) would have had if the account were not transferred from the [covered financial company](/usc/12/5381.md?p=a-8) under this subparagraph.
      - (iv) **Operation of bridge brokers or dealers—** Notwithstanding any other provision of this subchapter, the [Corporation](/usc/12/5301.md?p=7) shall not operate any [bridge financial company](/usc/12/5381.md?p=a-3) created by the [Corporation](/usc/12/5301.md?p=7) under this subchapter with respect to a [covered broker or dealer](/usc/12/5381.md?p=a-7) in such a manner as to adversely affect the ability of [customers](/usc/12/5381.md?p=a-10) to promptly access their [customer property](/usc/12/5381.md?p=a-10) in accordance with applicable law.
  - (3) **Interests in and assets and obligations of covered financial company—** Notwithstanding paragraph [(1)](#h-1) or [(2)](#h-2) or any other provision of law—
    - (A) a [bridge financial company](/usc/12/5381.md?p=a-3) shall assume, acquire, or succeed to the assets or liabilities of a [covered financial company](/usc/12/5381.md?p=a-8) ([including](/usc/12/5301.md?p=18-A) the assets or liabilities associated with any trust or custody business) only to the extent that such assets or liabilities are transferred by the [Corporation](/usc/12/5301.md?p=7) to the [bridge financial company](/usc/12/5381.md?p=a-3) in accordance with, and subject to the restrictions set forth in, [paragraph (1)(B)](#h-1-B); and
    - (B) a [bridge financial company](/usc/12/5381.md?p=a-3) shall not assume, acquire, or succeed to any obligation that a [covered financial company](/usc/12/5381.md?p=a-8) for which the [Corporation](/usc/12/5301.md?p=7) has been appointed receiver may have to any shareholder, member, general partner, limited partner, or other [person](/usc/12/5481.md?p=19) with an interest in the equity of the [covered financial company](/usc/12/5381.md?p=a-8) that arises as a result of the status of that [person](/usc/12/5481.md?p=19) having an equity [claim](/usc/12/5381.md?p=a-4) in the [covered financial company](/usc/12/5381.md?p=a-8).
  - (4) **Bridge financial company treated as being in default for certain purposes—** A [bridge financial company](/usc/12/5381.md?p=a-3) shall be treated as a [covered financial company](/usc/12/5381.md?p=a-8) in default at such times and for such purposes as the [Corporation](/usc/12/5301.md?p=7) may, in its discretion, determine.
  - (5) **Transfer of assets and liabilities—**
    - (A) **Authority of Corporation—** The [Corporation](/usc/12/5301.md?p=7), as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), may transfer any assets and liabilities of a [covered financial company](/usc/12/5381.md?p=a-8) ([including](/usc/12/5301.md?p=18-A) any assets or liabilities associated with any trust or custody business) to one or more [bridge financial companies](/usc/12/5381.md?p=a-3), in accordance with and subject to the restrictions of [paragraph (1)](#h-1).
    - (B) **Subsequent transfers—** At any time after the establishment of a [bridge financial company](/usc/12/5381.md?p=a-3) with respect to a [covered financial company](/usc/12/5381.md?p=a-8), the [Corporation](/usc/12/5301.md?p=7), as receiver, may transfer any assets and liabilities of such [covered financial company](/usc/12/5381.md?p=a-8) as the [Corporation](/usc/12/5301.md?p=7) may, in its discretion, determine to be appropriate in accordance with and subject to the restrictions of [paragraph (1)](#h-1).
    - (C) **Treatment of trust or custody business—** For purposes of this paragraph, the trust or custody business, [including](/usc/12/5301.md?p=18-A) fiduciary appointments, held by any [covered financial company](/usc/12/5381.md?p=a-8) is included among its assets and liabilities.
    - (D) **Effective without approval—** The transfer of any assets or liabilities, [including](/usc/12/5301.md?p=18-A) those associated with any trust or custody business of a [covered financial company](/usc/12/5381.md?p=a-8), to a [bridge financial company](/usc/12/5381.md?p=a-3) shall be effective without any further approval under Federal or [State](/usc/12/5301.md?p=16) law, assignment, or consent with respect thereto.
    - (E) **Equitable treatment of similarly situated creditors—** The [Corporation](/usc/12/5301.md?p=7) shall treat all creditors of a [covered financial company](/usc/12/5381.md?p=a-8) that are similarly situated under [subsection (b)(1)](#b-1), in a similar manner in exercising the authority of the [Corporation](/usc/12/5301.md?p=7) under this subsection to transfer any assets or liabilities of the [covered financial company](/usc/12/5381.md?p=a-8) to one or more [bridge financial companies](/usc/12/5381.md?p=a-3) established with respect to such [covered financial company](/usc/12/5381.md?p=a-8), except that the [Corporation](/usc/12/5301.md?p=7) may take any action ([including](/usc/12/5301.md?p=18-A) making payments, subject to [subsection (o)(1)(D)(i)](#o-1-D-i)) that does not comply with this subparagraph, if—
      - (i) the [Corporation](/usc/12/5301.md?p=7) determines that such action is necessary—
        - (I) to maximize the value of the assets of the [covered financial company](/usc/12/5381.md?p=a-8);
        - (II) to maximize the present value return from the sale or other disposition of the assets of the [covered financial company](/usc/12/5381.md?p=a-8); or
        - (III) to minimize the amount of any loss realized upon the sale or other disposition of the assets of the [covered financial company](/usc/12/5381.md?p=a-8); and
      - (ii) all creditors that are similarly situated under [subsection (b)(1)](#b-1) receive not less than the amount provided under paragraphs [(2)](#d-2) and [(3)](#d-3) of subsection (d).
    - (F) **Limitation on transfer of liabilities—** Notwithstanding any other provision of law, the aggregate amount of liabilities of a [covered financial company](/usc/12/5381.md?p=a-8) that are transferred to, or assumed by, a [bridge financial company](/usc/12/5381.md?p=a-3) from a [covered financial company](/usc/12/5381.md?p=a-8) may not exceed the aggregate amount of the assets of the [covered financial company](/usc/12/5381.md?p=a-8) that are transferred to, or purchased by, the [bridge financial company](/usc/12/5381.md?p=a-3) from the [covered financial company](/usc/12/5381.md?p=a-8).
  - (6) **Stay of judicial action—** Any judicial action to which a [bridge financial company](/usc/12/5381.md?p=a-3) becomes a party by virtue of its acquisition of any assets or assumption of any liabilities of a [covered financial company](/usc/12/5381.md?p=a-8) shall be stayed from further proceedings for a period of not longer than 45 days (or such longer period as may be agreed to upon the consent of all parties) at the request of the [bridge financial company](/usc/12/5381.md?p=a-3).
  - (7) **Agreements against interest of the bridge financial company—** No agreement that tends to diminish or defeat the interest of the [bridge financial company](/usc/12/5381.md?p=a-3) in any asset of a [covered financial company](/usc/12/5381.md?p=a-8) acquired by the [bridge financial company](/usc/12/5381.md?p=a-3) shall be valid against the [bridge financial company](/usc/12/5381.md?p=a-3), unless such agreement—
    - (A) is in writing;
    - (B) was executed by an authorized officer or representative of the [covered financial company](/usc/12/5381.md?p=a-8) or confirmed in the ordinary course of business by the [covered financial company](/usc/12/5381.md?p=a-8); and
    - (C) has been on the official record of the [company](/usc/12/5381.md?p=a-5), since the time of its execution, or with which, the party claiming under the agreement provides documentation of such agreement and its authorized execution or confirmation by the [covered financial company](/usc/12/5381.md?p=a-8) that is acceptable to the receiver.
  - (8) **No Federal status—**
    - (A) **Agency status—** A [bridge financial company](/usc/12/5381.md?p=a-3) is not an agency, establishment, or instrumentality of the United States.
    - (B) **Employee status—** Representatives for purposes of [paragraph (1)(B)](#h-1-B), [directors](/usc/12/5341.md?p=1), officers, employees, or agents of a [bridge financial company](/usc/12/5381.md?p=a-3) are not, solely by virtue of service in any such capacity, officers or employees of the United States. Any employee of the [Corporation](/usc/12/5301.md?p=7) or of any Federal instrumentality who serves at the request of the [Corporation](/usc/12/5301.md?p=7) as a representative for purposes of [paragraph (1)(B)](#h-1-B), [director](/usc/12/5341.md?p=1), officer, employee, or agent of a [bridge financial company](/usc/12/5381.md?p=a-3) 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 [bridge financial company](/usc/12/5381.md?p=a-3) in addition to such salary or benefits as are obtained through employment with the [Corporation](/usc/12/5301.md?p=7) or such Federal instrumentality.
  - (9) **Funding authorized—** The [Corporation](/usc/12/5301.md?p=7) may, subject to the plan described in [subsection (n)(9)](#n-9), provide funding to facilitate any transaction described in subparagraph [(A)](#h-13-A), [(B)](#h-13-B), [(C)](#h-13-C), or [(D)](#h-13-D) of paragraph (13) with respect to any [bridge financial company](/usc/12/5381.md?p=a-3), or facilitate the acquisition by a [bridge financial company](/usc/12/5381.md?p=a-3) of any assets, or the assumption of any liabilities, of a [covered financial company](/usc/12/5381.md?p=a-8) for which the [Corporation](/usc/12/5301.md?p=7) has been appointed receiver.
  - (10) **Exempt tax status—** Notwithstanding any other provision of Federal or [State](/usc/12/5301.md?p=16) law, a [bridge financial company](/usc/12/5381.md?p=a-3), 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/12/5301.md?p=16), county, municipality, or local taxing authority.
  - (11) **Federal agency approval; antitrust review—** If a transaction involving the merger or sale of a [bridge financial company](/usc/12/5381.md?p=a-3) requires approval by a Federal agency, the transaction may not be consummated before the 5th calendar day after the date of approval by the Federal agency responsible for such approval with respect thereto. If, in connection with any such approval a report on competitive factors from the Attorney General is required, the Federal agency responsible for such approval shall promptly notify the Attorney General of the proposed transaction and the Attorney General shall provide the required report within 10 days of the request. If a notification is required under [section 18a of title 15](/usc/15/18a.md) with respect to such transaction, the required waiting period shall end on the 15th day after the date on which the Attorney General and the Federal Trade [Commission](/usc/12/5301.md?p=5) receive such notification, unless the waiting period is terminated earlier under [section 18a(b)(2) of title 15](/usc/15/18a.md?p=b-2), or extended under [section 18a(e)(2) of title 15](/usc/15/18a.md?p=e-2).
  - (12) **Duration of bridge financial company—** Subject to paragraphs [(13)](#h-13) and [(14)](#h-14), the status of a [bridge financial company](/usc/12/5381.md?p=a-3) as such shall terminate at the end of the 2-year period following the date on which it was granted a charter. The [Corporation](/usc/12/5301.md?p=7) may, in its discretion, extend the status of the [bridge financial company](/usc/12/5381.md?p=a-3) as such for no more than 3 additional 1-year periods.
  - (13) **Termination of bridge financial company status—** The status of any [bridge financial company](/usc/12/5381.md?p=a-3) as such shall terminate upon the earliest of—
    - (A) the date of the merger or consolidation of the [bridge financial company](/usc/12/5381.md?p=a-3) with a [company](/usc/12/5381.md?p=a-5) that is not a [bridge financial company](/usc/12/5381.md?p=a-3);
    - (B) at the election of the [Corporation](/usc/12/5301.md?p=7), the sale of a majority of the capital stock of the [bridge financial company](/usc/12/5381.md?p=a-3) to a [company](/usc/12/5381.md?p=a-5) other than the [Corporation](/usc/12/5301.md?p=7) and other than another [bridge financial company](/usc/12/5381.md?p=a-3);
    - (C) the sale of 80 percent, or more, of the capital stock of the [bridge financial company](/usc/12/5381.md?p=a-3) to a [person](/usc/12/5481.md?p=19) other than the [Corporation](/usc/12/5301.md?p=7) and other than another [bridge financial company](/usc/12/5381.md?p=a-3);
    - (D) at the election of the [Corporation](/usc/12/5301.md?p=7), either the assumption of all or substantially all of the liabilities of the [bridge financial company](/usc/12/5381.md?p=a-3) by a [company](/usc/12/5381.md?p=a-5) that is not a [bridge financial company](/usc/12/5381.md?p=a-3), or the acquisition of all or substantially all of the assets of the [bridge financial company](/usc/12/5381.md?p=a-3) by a [company](/usc/12/5381.md?p=a-5) that is not a [bridge financial company](/usc/12/5381.md?p=a-3), or other entity as permitted under applicable law; and
    - (E) the expiration of the period provided in [paragraph (12)](#h-12), or the earlier dissolution of the [bridge financial company](/usc/12/5381.md?p=a-3), as provided in [paragraph (15)](#h-15).
  - (14) **Effect of termination events—**
    - (A) **Merger or consolidation—** A merger or consolidation, described in [paragraph (13)(A)](#h-13-A) shall be conducted in accordance with, and shall have the effect provided in, the provisions of applicable law. For the purpose of effecting such a merger or consolidation, the [bridge financial company](/usc/12/5381.md?p=a-3) shall be treated as a [corporation](/usc/12/5301.md?p=7) organized under the laws of the [State](/usc/12/5301.md?p=16) of Delaware (unless the law of another [State](/usc/12/5301.md?p=16) has been selected by the [bridge financial company](/usc/12/5381.md?p=a-3) in accordance with [paragraph (2)(F)](#h-2-F)), and the [Corporation](/usc/12/5301.md?p=7) shall be treated as the sole shareholder thereof, notwithstanding any other provision of [State](/usc/12/5301.md?p=16) or Federal law.
    - (B) **Charter conversion—** Following the sale of a majority of the capital stock of the [bridge financial company](/usc/12/5381.md?p=a-3), as provided in [paragraph (13)(B)](#h-13-B), the [Corporation](/usc/12/5301.md?p=7) may amend the charter of the [bridge financial company](/usc/12/5381.md?p=a-3) to reflect the termination of the status of the [bridge financial company](/usc/12/5381.md?p=a-3) as such, whereupon the [company](/usc/12/5381.md?p=a-5) shall have all of the rights, powers, and privileges under its constituent documents and applicable Federal or [State](/usc/12/5301.md?p=16) law. In connection therewith, the [Corporation](/usc/12/5301.md?p=7) may take such steps as may be necessary or convenient to reincorporate the [bridge financial company](/usc/12/5381.md?p=a-3) under the laws of a [State](/usc/12/5301.md?p=16) and, notwithstanding any provisions of Federal or [State](/usc/12/5301.md?p=16) law, such [State](/usc/12/5301.md?p=16)-chartered [corporation](/usc/12/5301.md?p=7) shall be deemed to succeed by operation of law to such rights, titles, powers, and interests of the [bridge financial company](/usc/12/5381.md?p=a-3) as the [Corporation](/usc/12/5301.md?p=7) may provide, with the same effect as if the [bridge financial company](/usc/12/5381.md?p=a-3) had merged with the [State](/usc/12/5301.md?p=16)-chartered [corporation](/usc/12/5301.md?p=7) under provisions of the corporate laws of such [State](/usc/12/5301.md?p=16).
    - (C) **Sale of stock—** Following the sale of 80 percent or more of the capital stock of a [bridge financial company](/usc/12/5381.md?p=a-3), as provided in [paragraph (13)(C)](#h-13-C), the [company](/usc/12/5381.md?p=a-5) shall have all of the rights, powers, and privileges under its constituent documents and applicable Federal or [State](/usc/12/5301.md?p=16) law. In connection therewith, the [Corporation](/usc/12/5301.md?p=7) may take such steps as may be necessary or convenient to reincorporate the [bridge financial company](/usc/12/5381.md?p=a-3) under the laws of a [State](/usc/12/5301.md?p=16) and, notwithstanding any provisions of Federal or [State](/usc/12/5301.md?p=16) law, the [State](/usc/12/5301.md?p=16)-chartered [corporation](/usc/12/5301.md?p=7) shall be deemed to succeed by operation of law to such rights, titles, powers and interests of the [bridge financial company](/usc/12/5381.md?p=a-3) as the [Corporation](/usc/12/5301.md?p=7) may provide, with the same effect as if the [bridge financial company](/usc/12/5381.md?p=a-3) had merged with the [State](/usc/12/5301.md?p=16)-chartered [corporation](/usc/12/5301.md?p=7) under provisions of the corporate laws of such [State](/usc/12/5301.md?p=16).
    - (D) **Assumption of liabilities and sale of assets—** Following the assumption of all or substantially all of the liabilities of the [bridge financial company](/usc/12/5381.md?p=a-3), or the sale of all or substantially all of the assets of the [bridge financial company](/usc/12/5381.md?p=a-3), as provided in [paragraph (13)(D)](#h-13-D), at the election of the [Corporation](/usc/12/5301.md?p=7), the [bridge financial company](/usc/12/5381.md?p=a-3) may retain its status as such for the period provided in [paragraph (12)](#h-12) or may be dissolved at the election of the [Corporation](/usc/12/5301.md?p=7).
    - (E) **Amendments to charter—** Following the consummation of a transaction described in subparagraph [(A)](#h-13-A), [(B)](#h-13-B), [(C)](#h-13-C), or [(D)](#h-13-D) of paragraph (13), the charter of the resulting [company](/usc/12/5381.md?p=a-5) shall be amended to reflect the termination of [bridge financial company](/usc/12/5381.md?p=a-3) status, if appropriate.
  - (15) **Dissolution of bridge financial company—**
    - (A) **In general—** Notwithstanding any other provision of Federal or [State](/usc/12/5301.md?p=16) law, if the status of a [bridge financial company](/usc/12/5381.md?p=a-3) as such has not previously been terminated by the occurrence of an event specified in subparagraph [(A)](#h-13-A), [(B)](#h-13-B), [(C)](#h-13-C), or [(D)](#h-13-D) of paragraph (13)—
      - (i) the [Corporation](/usc/12/5301.md?p=7) may, in its discretion, dissolve the [bridge financial company](/usc/12/5381.md?p=a-3) in accordance with this paragraph at any time; and
      - (ii) the [Corporation](/usc/12/5301.md?p=7) shall promptly commence dissolution proceedings in accordance with this paragraph upon the expiration of the 2-year period following the date on which the [bridge financial company](/usc/12/5381.md?p=a-3) was chartered, or any extension thereof, as provided in [paragraph (12)](#h-12).
    - (B) **Procedures—** The [Corporation](/usc/12/5301.md?p=7) shall remain the receiver for a [bridge financial company](/usc/12/5381.md?p=a-3) for the purpose of dissolving the [bridge financial company](/usc/12/5381.md?p=a-3). The [Corporation](/usc/12/5301.md?p=7) as receiver for a [bridge financial company](/usc/12/5381.md?p=a-3) shall wind up the affairs of the [bridge financial company](/usc/12/5381.md?p=a-3) in conformity with the provisions of law relating to the liquidation of [covered financial companies](/usc/12/5381.md?p=a-8) under this subchapter. With respect to any such [bridge financial company](/usc/12/5381.md?p=a-3), the [Corporation](/usc/12/5301.md?p=7) as receiver shall have all the rights, powers, and privileges and shall perform the duties related to the exercise of such rights, powers, or privileges granted by law to the [Corporation](/usc/12/5301.md?p=7) as receiver for a [covered financial company](/usc/12/5381.md?p=a-8) under this subchapter and, notwithstanding any other provision of law, in the exercise of such rights, powers, and privileges, the [Corporation](/usc/12/5301.md?p=7) shall not be subject to the direction or supervision of any [State](/usc/12/5301.md?p=16) agency or other Federal agency.
  - (16) **Authority to obtain credit—**
    - (A) **In general—** A [bridge financial company](/usc/12/5381.md?p=a-3) may obtain unsecured [credit](/usc/12/5481.md?p=7) and issue unsecured debt.
    - (B) **Inability to obtain credit—** If a [bridge financial company](/usc/12/5381.md?p=a-3) is unable to obtain unsecured [credit](/usc/12/5481.md?p=7) or issue unsecured debt, the [Corporation](/usc/12/5301.md?p=7) may authorize the obtaining of [credit](/usc/12/5481.md?p=7) or the issuance of debt by the [bridge financial company](/usc/12/5381.md?p=a-3)—
      - (i) with priority over any or all of the obligations of the [bridge financial company](/usc/12/5381.md?p=a-3);
      - (ii) secured by a lien on property of the [bridge financial company](/usc/12/5381.md?p=a-3) that is not otherwise subject to a lien; or
      - (iii) secured by a junior lien on property of the [bridge financial company](/usc/12/5381.md?p=a-3) that is subject to a lien.
    - (C) **Limitations—**
      - (i) **In general—** The [Corporation](/usc/12/5301.md?p=7), after notice and a hearing, may authorize the obtaining of [credit](/usc/12/5481.md?p=7) or the issuance of debt by a [bridge financial company](/usc/12/5381.md?p=a-3) that is secured by a senior or equal lien on property of the [bridge financial company](/usc/12/5381.md?p=a-3) that is subject to a lien, only if—
        - (I) the [bridge financial company](/usc/12/5381.md?p=a-3) 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.
      - (ii) **Hearing—** The hearing required pursuant to this subparagraph shall be before a [court](/usc/12/5381.md?p=a-6) of the United States, which shall have jurisdiction to conduct such hearing and to authorize a [bridge financial company](/usc/12/5381.md?p=a-3) to obtain secured [credit](/usc/12/5481.md?p=7) under [clause (i)](#h-16-C-i).
    - (D) **Burden of proof—** In any hearing under this paragraph, the [Corporation](/usc/12/5301.md?p=7) has the burden of proof on the issue of adequate protection.
    - (E) **Qualified financial contracts—** No [credit](/usc/12/5481.md?p=7) or debt obtained or issued by a [bridge financial company](/usc/12/5381.md?p=a-3) may contain terms that impair the rights of a counterparty to a qualified [financial contract](/usc/12/5341.md?p=7) upon a default by the [bridge financial company](/usc/12/5381.md?p=a-3), other than the priority of such counterparty’s unsecured [claim](/usc/12/5381.md?p=a-4) (after the exercise of rights) relative to the priority of the [bridge financial company](/usc/12/5381.md?p=a-3)’s obligations in respect of such [credit](/usc/12/5481.md?p=7) or debt, unless such counterparty consents in writing to any such impairment.
  - (17) **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.
- (i) **Sharing records—** If the [Corporation](/usc/12/5301.md?p=7) has been appointed as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), other Federal regulators shall make all records relating to the [covered financial company](/usc/12/5381.md?p=a-8) available to the [Corporation](/usc/12/5301.md?p=7), which may be used by the [Corporation](/usc/12/5301.md?p=7) in any manner that the [Corporation](/usc/12/5301.md?p=7) determines to be appropriate.
- (j) **Expedited procedures for certain claims—**
  - (1) **Time for filing notice of appeal—** The notice of appeal of any order, whether interlocutory or final, entered in any case brought by the [Corporation](/usc/12/5301.md?p=7) against a [director](/usc/12/5341.md?p=1), officer, employee, agent, attorney, accountant, or appraiser of the [covered financial company](/usc/12/5381.md?p=a-8), or any other [person](/usc/12/5481.md?p=19) employed by or providing services to a [covered financial company](/usc/12/5381.md?p=a-8), shall be filed not later than 30 days after the date of entry of the order. The hearing of the appeal shall be held not later than 120 days after the date of the notice of appeal. The appeal shall be decided not later than 180 days after the date of the notice of appeal.
  - (2) **Scheduling—** The [court](/usc/12/5381.md?p=a-6) shall expedite the consideration of any case brought by the [Corporation](/usc/12/5301.md?p=7) against a [director](/usc/12/5341.md?p=1), officer, employee, agent, attorney, accountant, or appraiser of a [covered financial company](/usc/12/5381.md?p=a-8) or any other [person](/usc/12/5481.md?p=19) employed by or providing services to a [covered financial company](/usc/12/5381.md?p=a-8). As far as practicable, the [court](/usc/12/5381.md?p=a-6) shall give such case priority on its docket.
  - (3) **Judicial discretion—** The [court](/usc/12/5381.md?p=a-6) may modify the schedule and limitations stated in paragraphs [(1)](#j-1) and [(2)](#j-2) in a particular case, based on a specific finding that the ends of justice that would be served by making such a modification would outweigh the best interest of the public in having the case resolved expeditiously.
- (k) **Foreign investigations—** The [Corporation](/usc/12/5301.md?p=7), as receiver for any [covered financial company](/usc/12/5381.md?p=a-8), and for purposes of carrying out any power, authority, or duty with respect to a [covered financial company](/usc/12/5381.md?p=a-8)—
  - (1) may request the assistance of any foreign financial authority and provide assistance to any foreign financial authority in accordance with [section 1818(v) of this title](/usc/12/1818.md?p=v), as if the [covered financial company](/usc/12/5381.md?p=a-8) were an [insured depository institution](/usc/12/5301.md?p=18-A), the [Corporation](/usc/12/5301.md?p=7) were the [appropriate Federal banking agency](/usc/12/5301.md?p=2) for the [company](/usc/12/5381.md?p=a-5), and any foreign financial authority were the foreign banking authority; and
  - (2) may maintain an [office](/usc/12/5341.md?p=1) to coordinate foreign investigations or investigations on behalf of foreign financial authorities.
- (l) **Prohibition on entering secrecy agreements and protective orders—** The [Corporation](/usc/12/5301.md?p=7) may not enter into any agreement or approve any protective order which prohibits the [Corporation](/usc/12/5301.md?p=7) from disclosing the terms of any settlement of an administrative or other action for damages or restitution brought by the [Corporation](/usc/12/5301.md?p=7) in its capacity as receiver for a [covered financial company](/usc/12/5381.md?p=a-8).
- (m) **Liquidation of certain covered financial companies or bridge financial companies—**
  - (1) **In general—** Except as specifically provided in this section, and notwithstanding any other provision of law, the [Corporation](/usc/12/5301.md?p=7), in connection with the liquidation of any [covered financial company](/usc/12/5381.md?p=a-8) or [bridge financial company](/usc/12/5381.md?p=a-3) with respect to which the [Corporation](/usc/12/5301.md?p=7) has been appointed as receiver, shall—
    - (A) in the case of any [covered financial company](/usc/12/5381.md?p=a-8) or [bridge financial company](/usc/12/5381.md?p=a-3) that is a stockbroker, but is not a member of the Securities Investor Protection [Corporation](/usc/12/5301.md?p=7), apply the provisions of subchapter III of [chapter 7](/usc/12/chch7.md) of the [Bankruptcy Code](/usc/12/5381.md?p=a-2), in respect of the distribution to any [customer](/usc/12/5381.md?p=a-10) of all [customer](/usc/12/5381.md?p=a-10) name security and [customer property](/usc/12/5381.md?p=a-10) and member property, as if such [covered financial company](/usc/12/5381.md?p=a-8) or [bridge financial company](/usc/12/5381.md?p=a-3) were a debtor for purposes of such subchapter; or
    - (B) in the case of any [covered financial company](/usc/12/5381.md?p=a-8) or [bridge financial company](/usc/12/5381.md?p=a-3) that is a commodity broker, apply the provisions of subchapter IV of [chapter 7](/usc/12/chch7.md)[^3] the [Bankruptcy Code](/usc/12/5381.md?p=a-2), in respect of the distribution to any [customer](/usc/12/5381.md?p=a-10) of all [customer property](/usc/12/5381.md?p=a-10) and member property, as if such [covered financial company](/usc/12/5381.md?p=a-8) or [bridge financial company](/usc/12/5381.md?p=a-3) were a debtor for purposes of such subchapter.
  - (2) **Definitions—** For purposes of this subsection—
    - (A) the terms “[customer](/usc/12/5381.md?p=a-10)”, “[customer](/usc/12/5381.md?p=a-10) name security”, and “[customer property](/usc/12/5381.md?p=a-10) and member property” have the same meanings as in sections [741](/usc/11/741.md) and [761](/usc/11/761.md) of title 11; and
    - (B) the terms “commodity broker” and “stockbroker” have the same meanings as in section 101 of the [Bankruptcy Code](/usc/12/5381.md?p=a-2).
- (n) **Orderly Liquidation Fund—**
  - (1) **Establishment—** There is established in the Treasury of the United States a separate [fund](/usc/12/5381.md?p=a-12) to be known as the “Orderly Liquidation [Fund](/usc/12/5381.md?p=a-12)”, which shall be available to the [Corporation](/usc/12/5301.md?p=7) to carry out the authorities contained in this subchapter, for the cost of actions authorized by this subchapter, [including](/usc/12/5301.md?p=18-A) the orderly liquidation of [covered financial companies](/usc/12/5381.md?p=a-8), payment of administrative expenses, the payment of principal and interest by the [Corporation](/usc/12/5301.md?p=7) on obligations issued under [paragraph (5)](#n-5), and the exercise of the authorities of the [Corporation](/usc/12/5301.md?p=7) under this subchapter.
  - (2) **Proceeds—** Amounts received by the [Corporation](/usc/12/5301.md?p=7), [including](/usc/12/5301.md?p=18-A) assessments received under [subsection (o)](#o), proceeds of obligations issued under [paragraph (5)](#n-5), interest and other earnings from investments, and repayments to the [Corporation](/usc/12/5301.md?p=7) by [covered financial companies](/usc/12/5381.md?p=a-8), shall be deposited into the [Fund](/usc/12/5381.md?p=a-12).
  - (3) **Management—** The [Corporation](/usc/12/5301.md?p=7) shall manage the [Fund](/usc/12/5381.md?p=a-12) in accordance with this subsection and the policies and procedures established under [section 5383(d) of this title](/usc/12/5383.md?p=d).
  - (4) **Investments—** At the request of the [Corporation](/usc/12/5301.md?p=7), the [Secretary](/usc/12/5301.md?p=14) may [invest](/usc/12/1861.md?p=b-6) such portion of amounts held in the [Fund](/usc/12/5381.md?p=a-12) that are not, in the judgment of the [Corporation](/usc/12/5301.md?p=7), required to meet the current needs of the [Corporation](/usc/12/5301.md?p=7), in obligations of the United States having suitable maturities, as determined by the [Corporation](/usc/12/5301.md?p=7). The interest on and the proceeds from the sale or redemption of such obligations shall be credited to the [Fund](/usc/12/5381.md?p=a-12).
  - (5) **Authority to issue obligations—**
    - (A) **Corporation authorized to issue obligations—** Upon appointment by the [Secretary](/usc/12/5301.md?p=14) of the [Corporation](/usc/12/5301.md?p=7) as receiver for a [covered financial company](/usc/12/5381.md?p=a-8), the [Corporation](/usc/12/5301.md?p=7) is authorized to issue obligations to the [Secretary](/usc/12/5301.md?p=14).
    - (B) **Secretary authorized to purchase obligations—** The [Secretary](/usc/12/5301.md?p=14) may, under such terms and conditions as the [Secretary](/usc/12/5301.md?p=14) may require, purchase or agree to purchase any obligations issued under [subparagraph (A)](#n-5-A), and for such purpose, the [Secretary](/usc/12/5301.md?p=14) is authorized to use as a public debt transaction the proceeds of the sale of any securities issued under [chapter 31](/usc/31/chstIII/ch31.md) of title 31, and the purposes for which securities may be issued under [chapter 31](/usc/31/chstIII/ch31.md) of title 31 are extended to include such purchases.
    - (C) **Interest rate—** Each purchase of obligations by the [Secretary](/usc/12/5301.md?p=14) under this paragraph shall be upon such terms and conditions as to yield a return at a rate determined by the [Secretary](/usc/12/5301.md?p=14), taking into consideration the current average yield on outstanding marketable obligations of the United States of comparable maturity, plus an interest rate surcharge to be determined by the [Secretary](/usc/12/5301.md?p=14), which shall be greater than the difference between—
      - (i) the current average rate on an index of corporate obligations of comparable maturity; and
      - (ii) the current average rate on outstanding marketable obligations of the United States of comparable maturity.
    - (D) **Secretary authorized to sell obligations—** The [Secretary](/usc/12/5301.md?p=14) may sell, upon such terms and conditions as the [Secretary](/usc/12/5301.md?p=14) shall determine, any of the obligations acquired under this paragraph.
    - (E) **Public debt transactions—** All purchases and sales by the [Secretary](/usc/12/5301.md?p=14) of such obligations under this paragraph shall be treated as public debt transactions of the United States, and the proceeds from the sale of any obligations acquired by the [Secretary](/usc/12/5301.md?p=14) under this paragraph shall be deposited into the Treasury of the United States as miscellaneous receipts.
  - (6) **Maximum obligation limitation—** The [Corporation](/usc/12/5301.md?p=7) may not, in connection with the orderly liquidation of a [covered financial company](/usc/12/5381.md?p=a-8), issue or incur any obligation, if, after issuing or incurring the obligation, the aggregate amount of such obligations outstanding under this subsection for each [covered financial company](/usc/12/5381.md?p=a-8) would exceed—
    - (A) an amount that is equal to 10 percent of the total consolidated assets of the [covered financial company](/usc/12/5381.md?p=a-8), based on the most recent financial statement available, during the 30-day period immediately following the date of appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver (or a shorter time period if the [Corporation](/usc/12/5301.md?p=7) has calculated the amount described under [subparagraph (B)](#n-6-B)); and
    - (B) the amount that is equal to 90 percent of the fair value of the total consolidated assets of each [covered financial company](/usc/12/5381.md?p=a-8) that are available for repayment, after the time period described in [subparagraph (A)](#n-6-A).
  - (7) **Rulemaking—** The [Corporation](/usc/12/5301.md?p=7) and the [Secretary](/usc/12/5301.md?p=14) shall jointly, in consultation with the [Council](/usc/12/5301.md?p=8), prescribe regulations governing the calculation of the maximum obligation limitation defined in this paragraph.
  - (8) **Rule of construction—**
    - (A) **In general—** Nothing in this section shall be construed to affect the authority of the [Corporation](/usc/12/5301.md?p=7) under subsection (a) or (b) of [section 1824 of this title](/usc/12/1824.md) or [section 1825(c)(5) of this title](/usc/12/1825.md?p=c-5), the management of the [Deposit](/usc/12/5301.md?p=18-A) Insurance [Fund](/usc/12/5381.md?p=a-12) by the [Corporation](/usc/12/5301.md?p=7), or the resolution of [insured depository institutions](/usc/12/5301.md?p=18-A), provided that—
      - (i) the authorities of the [Corporation](/usc/12/5301.md?p=7) contained in this subchapter shall not be used to assist the [Deposit](/usc/12/5301.md?p=18-A) Insurance [Fund](/usc/12/5381.md?p=a-12) or to assist any [financial company](/usc/12/5341.md?p=2) under applicable law other than this Act;
      - (ii) the authorities of the [Corporation](/usc/12/5301.md?p=7) relating to the [Deposit](/usc/12/5301.md?p=18-A) Insurance [Fund](/usc/12/5381.md?p=a-12), or any other responsibilities of the [Corporation](/usc/12/5301.md?p=7) under applicable law other than this subchapter, shall not be used to assist a [covered financial company](/usc/12/5381.md?p=a-8) pursuant to this subchapter; and
      - (iii) the [Deposit](/usc/12/5301.md?p=18-A) Insurance [Fund](/usc/12/5381.md?p=a-12) may not be used in any manner to otherwise circumvent the purposes of this subchapter.
    - (B) **Valuation—** For purposes of determining the amount of obligations under this subsection—
      - (i) the [Corporation](/usc/12/5301.md?p=7) shall include as an obligation any contingent liability of the [Corporation](/usc/12/5301.md?p=7) pursuant to this subchapter; and
      - (ii) the [Corporation](/usc/12/5301.md?p=7) shall value any contingent liability at its expected cost to the [Corporation](/usc/12/5301.md?p=7).
  - (9) **Orderly liquidation and repayment plans—**
    - (A) **Orderly liquidation plan—** Amounts in the [Fund](/usc/12/5381.md?p=a-12) shall be available to the [Corporation](/usc/12/5301.md?p=7) with regard to a [covered financial company](/usc/12/5381.md?p=a-8) for which the [Corporation](/usc/12/5301.md?p=7) is appointed receiver after the [Corporation](/usc/12/5301.md?p=7) has developed an orderly liquidation plan that is acceptable to the [Secretary](/usc/12/5301.md?p=14) with regard to such [covered financial company](/usc/12/5381.md?p=a-8), [including](/usc/12/5301.md?p=18-A) the provision and use of [funds](/usc/12/5381.md?p=a-12), [including](/usc/12/5301.md?p=18-A) taking any actions specified under [section 5384(d) of this title](/usc/12/5384.md?p=d) and subsection [(h)(2)(G)(iv)](#h-2-G-iv) and [(h)(9)](#h-9) of this section, and payments to third parties. The orderly liquidation plan shall take into account actions to avoid or mitigate potential adverse effects on low income, minority, or underserved communities affected by the failure of the [covered financial company](/usc/12/5381.md?p=a-8), and shall provide for coordination with the [primary financial regulatory agencies](/usc/12/5301.md?p=12), as appropriate, to ensure that such actions are taken. The [Corporation](/usc/12/5301.md?p=7) may, at any time, amend any orderly liquidation plan approved by the [Secretary](/usc/12/5301.md?p=14) with the concurrence of the [Secretary](/usc/12/5301.md?p=14).
    - (B) **Mandatory repayment plan—**
      - (i) **In general—** No amount authorized under [paragraph (6)(B)](#n-6-B) may be provided by the [Secretary](/usc/12/5301.md?p=14) to the [Corporation](/usc/12/5301.md?p=7) under [paragraph (5)](#n-5), unless an agreement is in effect between the [Secretary](/usc/12/5301.md?p=14) and the [Corporation](/usc/12/5301.md?p=7) that—
        - (I) provides a specific plan and schedule to achieve the repayment of the outstanding amount of any borrowing under [paragraph (5)](#n-5); and
        - (II) demonstrates that income to the [Corporation](/usc/12/5301.md?p=7) from the liquidated assets of the [covered financial company](/usc/12/5381.md?p=a-8) and assessments under [subsection (o)](#o) will be sufficient to amortize the outstanding balance within the period established in the repayment schedule and pay the interest accruing on such balance within the time provided in [subsection (o)(1)(B)](#o-1-B).
      - (ii) **Consultation with and report to Congress—** The [Secretary](/usc/12/5301.md?p=14) and the [Corporation](/usc/12/5301.md?p=7) shall—
        - (I) consult with the Committee on Banking, Housing, and Urban Affairs of the Senate and the Committee on Financial Services of the House of Representatives on the terms of any repayment schedule agreement; and
        - (II) submit a copy of the repayment schedule agreement to the Committees described in [subclause (I)](#n-9-B-ii-I) before the end of the 30-day period beginning on the date on which any amount is provided by the [Secretary](/usc/12/5301.md?p=14) to the [Corporation](/usc/12/5301.md?p=7) under [paragraph (5)](#n-5).
  - (10) **Implementation expenses—**
    - (A) **In general—** Reasonable implementation expenses of the [Corporation](/usc/12/5301.md?p=7) incurred after July 21, 2010, shall be treated as expenses of the [Council](/usc/12/5301.md?p=8).
    - (B) **Requests for reimbursement—** The [Corporation](/usc/12/5301.md?p=7) shall periodically submit a request for reimbursement for implementation expenses to the [Chairperson](/usc/12/5311.md?p=a-2) of the [Council](/usc/12/5301.md?p=8), who shall arrange for prompt reimbursement to the [Corporation](/usc/12/5301.md?p=7) of reasonable implementation expenses.
    - (C) **Definition—** As used in this paragraph, the term “implementation expenses”—
      - (i) means costs incurred by the [Corporation](/usc/12/5301.md?p=7) beginning on July 21, 2010, as part of its efforts to implement this subchapter that do not relate to a particular [covered financial company](/usc/12/5381.md?p=a-8); and
      - (ii) includes the costs incurred in connection with the development of policies, procedures, rules, and regulations and other planning activities of the [Corporation](/usc/12/5301.md?p=7) consistent with carrying out this subchapter.
- (o) **Assessments—**
  - (1) **Risk-based assessments—**
    - (A) **Eligible financial companies defined—** For purposes of this subsection, the term “eligible [financial company](/usc/12/5341.md?p=2)” means any [bank holding company](/usc/12/5301.md?p=18-A) with total consolidated assets equal to or greater than $50,000,000,000 and any [nonbank financial company supervised by the Board of Governors](/usc/12/5311.md?p=a-4-D).
    - (B) **Assessments—** The [Corporation](/usc/12/5301.md?p=7) shall charge one or more risk-based assessments in accordance with the provisions of [subparagraph (D)](#o-1-D), if such assessments are necessary to pay in full the obligations issued by the [Corporation](/usc/12/5301.md?p=7) to the [Secretary](/usc/12/5301.md?p=14) under this subchapter within 60 months of the date of issuance of such obligations.
    - (C) **Extensions authorized—** The [Corporation](/usc/12/5301.md?p=7) may, with the approval of the [Secretary](/usc/12/5301.md?p=14), extend the time period under [subparagraph (B)](#o-1-B), if the [Corporation](/usc/12/5301.md?p=7) determines that an extension is necessary to avoid a serious adverse effect on the financial system of the United States.
    - (D) **Application of assessments—** To meet the requirements of [subparagraph (B)](#o-1-B), the [Corporation](/usc/12/5301.md?p=7) shall—
      - (i) impose assessments, as soon as practicable, on any claimant that received additional payments or amounts from the [Corporation](/usc/12/5301.md?p=7) pursuant to subsection [(b)(4)](#b-4), [(d)(4)](#d-4), or [(h)(5)(E)](#h-5-E), except for payments or amounts necessary to initiate and continue operations essential to implementation of the receivership or any [bridge financial company](/usc/12/5381.md?p=a-3), to recover on a cumulative basis, the entire difference between—
        - (I) the aggregate value the claimant received from the [Corporation](/usc/12/5301.md?p=7) on a [claim](/usc/12/5381.md?p=a-4) pursuant to this subchapter ([including](/usc/12/5301.md?p=18-A) pursuant to subsection[^4] (b)(4), (d)(4), and (h)(5)(E)), as of the date on which such value was received; and
        - (II) the value the claimant was entitled to receive from the [Corporation](/usc/12/5301.md?p=7) on such [claim](/usc/12/5381.md?p=a-4) solely from the proceeds of the liquidation of the [covered financial company](/usc/12/5381.md?p=a-8) under this subchapter; and
      - (ii) if the amounts to be recovered on a cumulative basis under [clause (i)](#o-1-D-i) are insufficient to meet the requirements of [subparagraph (B)](#o-1-B), after taking into account the considerations set forth in [paragraph (4)](#o-4), impose assessments on—
        - (I) eligible [financial companies](/usc/12/5341.md?p=2); and
        - (II) [financial companies](/usc/12/5341.md?p=2) with total consolidated assets equal to or greater than $50,000,000,000 that are not eligible [financial companies](/usc/12/5341.md?p=2).
    - (E) **Provision of financing—** Payments or amounts necessary to initiate and continue operations essential to implementation of the receivership or any [bridge financial company](/usc/12/5381.md?p=a-3) described in [subparagraph (D)(i)](#o-1-D-i) shall not include the provision of financing, as defined by rule of the [Corporation](/usc/12/5301.md?p=7), to third parties.
  - (2) **Graduated assessment rate—** The [Corporation](/usc/12/5301.md?p=7) shall impose assessments on a graduated basis, with [financial companies](/usc/12/5341.md?p=2) having greater assets and risk being assessed at a higher rate.
  - (3) **Notification and payment—** The [Corporation](/usc/12/5301.md?p=7) shall notify each [financial company](/usc/12/5341.md?p=2) of that [company](/usc/12/5381.md?p=a-5)’s assessment under this subsection. Any [financial company](/usc/12/5341.md?p=2) subject to assessment under this subsection shall pay such assessment in accordance with the regulations prescribed pursuant to [paragraph (6)](#o-6).
  - (4) **Risk-based assessment considerations—** In imposing assessments under [paragraph (1)(D)(ii)](#o-1-D-ii), the [Corporation](/usc/12/5301.md?p=7) shall use a risk matrix. The [Council](/usc/12/5301.md?p=8) shall make a recommendation to the [Corporation](/usc/12/5301.md?p=7) on the risk matrix to be used in imposing such assessments, and the [Corporation](/usc/12/5301.md?p=7) shall take into account any such recommendation in the establishment of the risk matrix to be used to impose such assessments. In recommending or establishing such risk matrix, the [Council](/usc/12/5301.md?p=8) and the [Corporation](/usc/12/5301.md?p=7), respectively, shall take into account—
    - (A) economic conditions generally affecting [financial companies](/usc/12/5341.md?p=2) so as to allow assessments to increase during more favorable economic conditions and to decrease during less favorable economic conditions;
    - (B) any assessments imposed on a [financial company](/usc/12/5341.md?p=2) or an [affiliate](/usc/12/5301.md?p=1) of a [financial company](/usc/12/5341.md?p=2) that—
      - (i) is an [insured depository institution](/usc/12/5301.md?p=18-A), assessed pursuant to section [1817](/usc/12/1817.md) or [1823(c)(4)(G)](/usc/12/1823.md?p=c-4-G) of this title;
      - (ii) is a member of the Securities Investor Protection [Corporation](/usc/12/5301.md?p=7), assessed pursuant to section 4 of the Securities Investor Protection Act of 1970 ([15 U.S.C. 78ddd](/usc/15/78ddd.md));
      - (iii) is an [insured credit union](/usc/12/5481.md?p=17), assessed pursuant to [section 1782(c)(1)(A)(i) of this title](/usc/12/1782.md?p=c-1-A-i); or
      - (iv) is an [insurance company](/usc/12/5381.md?p=a-13), assessed pursuant to applicable [State](/usc/12/5301.md?p=16) law to cover (or reimburse payments made to cover) the costs of the rehabilitation, liquidation, or other [State](/usc/12/5301.md?p=16) insolvency proceeding with respect to 1 or more [insurance companies](/usc/12/5381.md?p=a-13);
    - (C) the risks presented by the [financial company](/usc/12/5341.md?p=2) to the financial system and the extent to which the [financial company](/usc/12/5341.md?p=2) has benefitted, or likely would benefit, from the orderly liquidation of a [financial company](/usc/12/5341.md?p=2) under this subchapter, [including](/usc/12/5301.md?p=18-A)—
      - (i) the amount, different categories, and concentrations of assets of the [financial company](/usc/12/5341.md?p=2) and its [affiliates](/usc/12/5301.md?p=1), [including](/usc/12/5301.md?p=18-A) both on-balance sheet and off-balance sheet assets;
      - (ii) the activities of the [financial company](/usc/12/5341.md?p=2) and its [affiliates](/usc/12/5301.md?p=1);
      - (iii) the relevant market share of the [financial company](/usc/12/5341.md?p=2) and its [affiliates](/usc/12/5301.md?p=1);
      - (iv) the extent to which the [financial company](/usc/12/5341.md?p=2) is leveraged;
      - (v) the potential exposure to sudden calls on liquidity precipitated by economic distress;
      - (vi) the amount, maturity, volatility, and stability of the [company](/usc/12/5381.md?p=a-5)’s financial obligations to, and relationship with, other [financial companies](/usc/12/5341.md?p=2);
      - (vii) the amount, maturity, volatility, and stability of the liabilities of the [company](/usc/12/5381.md?p=a-5), [including](/usc/12/5301.md?p=18-A) the degree of reliance on short-term funding, taking into consideration existing systems for measuring a [company](/usc/12/5381.md?p=a-5)’s risk-based capital;
      - (viii) the stability and variety of the [company](/usc/12/5381.md?p=a-5)’s sources of funding;
      - (ix) the [company](/usc/12/5381.md?p=a-5)’s importance as a source of [credit](/usc/12/5481.md?p=7) for households, businesses, and [State](/usc/12/5301.md?p=16) and local governments and as a source of liquidity for the financial system;
      - (x) the extent to which assets are simply managed and not owned by the [financial company](/usc/12/5341.md?p=2) and the extent to which ownership of assets under management is diffuse; and
      - (xi) the amount, different categories, and concentrations of liabilities, both insured and uninsured, contingent and noncontingent, [including](/usc/12/5301.md?p=18-A) both on-balance sheet and off-balance sheet liabilities, of the [financial company](/usc/12/5341.md?p=2) and its [affiliates](/usc/12/5301.md?p=1);
    - (D) any risks presented by the [financial company](/usc/12/5341.md?p=2) during the 10-year period immediately prior to the appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver for the [covered financial company](/usc/12/5381.md?p=a-8) that contributed to the failure of the [covered financial company](/usc/12/5381.md?p=a-8); and
    - (E) such other risk-related factors as the [Corporation](/usc/12/5301.md?p=7), or the [Council](/usc/12/5301.md?p=8), as applicable, may determine to be appropriate.
  - (5) **Collection of information—** The [Corporation](/usc/12/5301.md?p=7) may impose on [covered financial companies](/usc/12/5381.md?p=a-8) such collection of information requirements as the [Corporation](/usc/12/5301.md?p=7) deems necessary to carry out this subsection after the appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver under this subchapter.
  - (6) **Rulemaking—**
    - (A) **In general—** The [Corporation](/usc/12/5301.md?p=7) shall prescribe regulations to carry out this subsection. The [Corporation](/usc/12/5301.md?p=7) shall consult with the [Secretary](/usc/12/5301.md?p=14) in the development and finalization of such regulations.
    - (B) **Equitable treatment—** The regulations prescribed under [subparagraph (A)](#o-6-A) shall take into account the differences in risks posed to the financial stability of the United States by [financial companies](/usc/12/5341.md?p=2), the differences in the liability structures of [financial companies](/usc/12/5341.md?p=2), and the different bases for other assessments that such [financial companies](/usc/12/5341.md?p=2) may be required to pay, to ensure that assessed [financial companies](/usc/12/5341.md?p=2) are treated equitably and that assessments under this subsection reflect such differences.
- (p) **Unenforceability of certain agreements—**
  - (1) **In general—** No provision described in [paragraph (2)](#p-2) shall be enforceable against or impose any liability on any [person](/usc/12/5481.md?p=19), as such enforcement or liability shall be contrary to public policy.
  - (2) **Prohibited provisions—** A provision described in this paragraph is any term contained in any existing or future standstill, confidentiality, or other agreement that, directly or indirectly—
    - (A) affects, restricts, or limits the ability of any [person](/usc/12/5481.md?p=19) to offer to acquire or acquire;
    - (B) prohibits any [person](/usc/12/5481.md?p=19) from offering to acquire or acquiring; or
    - (C) prohibits any [person](/usc/12/5481.md?p=19) from using any previously disclosed information in connection with any such offer to acquire or acquisition of,

    all or part of any [covered financial company](/usc/12/5381.md?p=a-8), [including](/usc/12/5301.md?p=18-A) any liabilities, assets, or interest therein, in connection with any transaction in which the [Corporation](/usc/12/5301.md?p=7) exercises its authority under this subchapter.

- (q) **Other exemptions—**
  - (1) **In general—** When acting as a receiver under this subchapter—
    - (A) the [Corporation](/usc/12/5301.md?p=7), [including](/usc/12/5301.md?p=18-A) its franchise, its capital, reserves and surplus, and its income, shall be exempt from all taxation imposed by any [State](/usc/12/5301.md?p=16), county, municipality, or local taxing authority, except that any real property of the [Corporation](/usc/12/5301.md?p=7) shall be subject to [State](/usc/12/5301.md?p=16), 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/12/5301.md?p=16) law of the value of such property, such value, and the tax thereon, shall be determined as of the period for which such tax is imposed;
    - (B) no property of the [Corporation](/usc/12/5301.md?p=7) shall be subject to levy, attachment, garnishment, foreclosure, or sale without the consent of the [Corporation](/usc/12/5301.md?p=7), nor shall any involuntary lien attach to the property of the [Corporation](/usc/12/5301.md?p=7); and
    - (C) the [Corporation](/usc/12/5301.md?p=7) shall not be liable for any amounts in the nature of penalties or fines, [including](/usc/12/5301.md?p=18-A) 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; and
    - (D) the [Corporation](/usc/12/5301.md?p=7) shall be exempt from all prosecution by the United States or any [State](/usc/12/5301.md?p=16), county, municipality, or local authority for any criminal offense arising under Federal, [State](/usc/12/5301.md?p=16), county, municipal, or local law, which was allegedly committed by the [covered financial company](/usc/12/5381.md?p=a-8), or [persons](/usc/12/5481.md?p=19) acting on behalf of the [covered financial company](/usc/12/5381.md?p=a-8), prior to the appointment of the [Corporation](/usc/12/5301.md?p=7) as receiver.
  - (2) **Limitation—** [Paragraph (1)](#q-1) shall not apply with respect to any tax imposed (or other amount arising) under the Internal Revenue Code of 1986 [[26 U.S.C. 1](/usc/26/1.md) et seq.].
- (r) **Certain sales of assets prohibited—**
  - (1) **Persons who engaged in improper conduct with, or caused losses to, covered financial companies—** The [Corporation](/usc/12/5301.md?p=7) shall prescribe regulations which, at a minimum, shall prohibit the sale of assets of a [covered financial company](/usc/12/5381.md?p=a-8) by the [Corporation](/usc/12/5301.md?p=7) to—
    - (A) any [person](/usc/12/5481.md?p=19) who—
      - (i) has defaulted, or was a member of a partnership or an officer or [director](/usc/12/5341.md?p=1) of a [corporation](/usc/12/5301.md?p=7) that has defaulted, on 1 or more obligations, the aggregate amount of which exceeds $1,000,000, to such [covered financial company](/usc/12/5381.md?p=a-8);
      - (ii) has been found to have engaged in fraudulent activity in connection with any obligation referred to in [clause (i)](#r-1-A-i); and
      - (iii) proposes to purchase any such asset in whole or in part through the use of the proceeds of a loan or advance of [credit](/usc/12/5481.md?p=7) from the [Corporation](/usc/12/5301.md?p=7) or from any [covered financial company](/usc/12/5381.md?p=a-8);
    - (B) any [person](/usc/12/5481.md?p=19) who participated, as an officer or [director](/usc/12/5341.md?p=1) of such [covered financial company](/usc/12/5381.md?p=a-8) or of any [affiliate](/usc/12/5301.md?p=1) of such [company](/usc/12/5381.md?p=a-5), in a material way in any transaction that resulted in a substantial loss to such [covered financial company](/usc/12/5381.md?p=a-8); or
    - (C) any [person](/usc/12/5481.md?p=19) who has demonstrated a pattern or practice of defalcation regarding obligations to such [covered financial company](/usc/12/5381.md?p=a-8).
  - (2) **Convicted debtors—** Except as provided in [paragraph (3)](#r-3), a [person](/usc/12/5481.md?p=19) may not purchase any asset of such institution from the receiver, if that [person](/usc/12/5481.md?p=19)—
    - (A) has been convicted of an offense under section [215](/usc/18/215.md), [656](/usc/18/656.md), [657](/usc/18/657.md), [1005](/usc/18/1005.md), [1006](/usc/18/1006.md), [1007](/usc/18/1007.md), 1008, [1014](/usc/18/1014.md), [1032](/usc/18/1032.md), [1341](/usc/18/1341.md), [1343](/usc/18/1343.md), or [1344](/usc/18/1344.md) of title 18, or of conspiring to commit such an offense, affecting any [covered financial company](/usc/12/5381.md?p=a-8); and
    - (B) is in default on any loan or other extension of [credit](/usc/12/5481.md?p=7) from such [covered financial company](/usc/12/5381.md?p=a-8) which, if not paid, will cause substantial loss to the [Fund](/usc/12/5381.md?p=a-12) or the [Corporation](/usc/12/5301.md?p=7).
  - (3) **Settlement of claims—** Paragraphs [(1)](#r-1) and [(2)](#r-2) shall not apply to the sale or transfer by the [Corporation](/usc/12/5301.md?p=7) of any asset of any [covered financial company](/usc/12/5381.md?p=a-8) to any [person](/usc/12/5481.md?p=19), if the sale or transfer of the asset resolves or settles, or is part of the resolution or settlement, of 1 or more [claims](/usc/12/5381.md?p=a-4) that have been, or could have been, asserted by the [Corporation](/usc/12/5301.md?p=7) against the [person](/usc/12/5481.md?p=19).
  - (4) **Definition of default—** For purposes of this subsection, the term “default” means a failure to comply with the terms of a loan or other obligation to such an extent that the property securing the obligation is foreclosed upon.
- (s) **Recoupment of compensation from senior executives and directors—**
  - (1) **In general—** The [Corporation](/usc/12/5301.md?p=7), as receiver of a [covered financial company](/usc/12/5381.md?p=a-8), may recover from any current or former senior executive or [director](/usc/12/5341.md?p=1) substantially responsible for the failed condition of the [covered financial company](/usc/12/5381.md?p=a-8) any compensation received during the 2-year period preceding the date on which the [Corporation](/usc/12/5301.md?p=7) was appointed as the receiver of the [covered financial company](/usc/12/5381.md?p=a-8), except that, in the case of fraud, no time limit shall apply.
  - (2) **Cost considerations—** In seeking to recover any such compensation, the [Corporation](/usc/12/5301.md?p=7) shall weigh the financial and deterrent benefits of such recovery against the cost of executing the recovery.
  - (3) **Rulemaking—** The [Corporation](/usc/12/5301.md?p=7) shall promulgate regulations to implement the requirements of this subsection, [including](/usc/12/5301.md?p=18-A) defining the term “compensation” to mean any financial remuneration, [including](/usc/12/5301.md?p=18-A) salary, bonuses, incentives, benefits, severance, deferred compensation, or golden parachute benefits, and any profits realized from the sale of the securities of the [covered financial company](/usc/12/5381.md?p=a-8).

## Footnotes

[^1]: So in original. Probably should be “wind up”.
[^2]: So in original. A closing parenthesis probably should appear after “receiver”.
[^3]: So in original. Probably should be followed by “of”.
[^4]: So in original. Probably should be “subsections”.

## Source credit

(Pub. L. 111–203, title II, § 210, July 21, 2010, 124 Stat. 1460.)

## Notes

### Editorial Notes

### References in Text

This subchapter, referred to in text, was in the original “this title”, meaning title II of Pub. L. 111–203, July 21, 2010, 124 Stat. 1442, which is classified principally to this subchapter. For complete classification of title II to the Code, see Tables.

The Securities Investor Protection Act of 1970, referred to in subsecs. (a)(1)(O)(iv), (b)(6)(C), (D), (d)(3)(A), and (h)(2)(H)(iii), is Pub. L. 91–598, Dec. 30, 1970, 84 Stat. 1636, which is classified generally to chapter 2B–1 (§ 78aaa et seq.) of Title 15, Commerce and Trade. For complete classification of this Act to the Code, see section 78aaa of Title 15 and Tables.

The Federal Rules of Civil Procedure, referred to in subsec. (a)(13), (14), are set out in the Appendix to Title 28, Judiciary and Judicial Procedure.

The Federal Deposit Insurance Corporation Improvement Act of 1991, referred to in subsec. (c)(13)(C)(ii), is Pub. L. 102–242, Dec. 19, 1991, 105 Stat. 2236. Subtitle A of title IV of the Act is classified generally to subchapter I (§ 4401 et seq.) of chapter 45 of this title. For complete classification of this Act to the Code, see Short Title of 1991 Amendment note set out under section 1811 of this title and Tables.

The Gramm-Leach-Bliley Act, referred to in subsec. (c)(15), 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. (c)(15), 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. (c)(15), 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 Securities Exchange Act of 1934, referred to in subsec. (h)(2)(H)(i)(I), is act June 6, 1934, ch. 404, 48 Stat. 881, which is classified principally to chapter 2B (§ 78a et seq.) of Title 15, Commerce and Trade. For complete classification of this Act to the Code, see section 78a of Title 15 and Tables.

This Act, referred to in subsec. (n)(8)(A)(i), is Pub. L. 111–203, July 21, 2010, 124 Stat. 1376, known as the Dodd-Frank Wall Street Reform and Consumer Protection Act, which enacted this chapter and chapters 108 (§ 8201 et seq.) and 109 (§ 8301 et seq.) of Title 15, Commerce and Trade, and enacted, amended, and repealed numerous other sections and notes in the Code. For complete classification of this Act to the Code, see Short Title note set out under section 5301 of this title and Tables.

The Internal Revenue Code of 1986, referred to in subsec. (q)(2), is classified generally to Title 26, Internal Revenue Code.

### Statutory Notes and Related Subsidiaries

### Effective Date

Section effective 1 day after July 21, 2010, except as otherwise provided, see section 4 of Pub. L. 111–203, set out as a note under section 5301 of this title.