399 
fied financial contracts described in clause 
(i); 
(iii) any right to offset or net out any 
termination value, payment amount, or 
other transfer obligation arising under or 
in connection with 1 or more contracts and 
agreements described in clause (i), includ-
ing any master agreement for such con-
tracts or agreements. 
(B) APPLICABILITY
OF
OTHER
PROVI-
SIONS.—Subsection (a)(9) shall apply in the 
case of any judicial action or proceeding 
brought against any receiver referred to in sub-
paragraph (A), or the covered financial com-
pany for which such receiver was appointed, by 
any party to a contract or agreement described 
in subparagraph (A)(i) with such company. 
(C) CERTAIN
TRANSFERS
NOT
AVOID-
ABLE.— 
(i) IN
GENERAL.—Notwithstanding 
paragraph (11), section 5242 of the Re-
vised Statutes of the United States or any 
other provision of Federal or State law re-
lating to the avoidance of preferential or 
fraudulent 
transfers, 
the 
Corporation,
400 
whether acting as such or as receiver of a 
covered financial company, may not avoid 
any transfer of money or other property in 
connection with any qualified financial con-
tract with a covered financial company. 
(ii) EXCEPTION FOR CERTAIN TRANS-
FERS.—Clause (i) shall not apply to any 
transfer of money or other property in con-
nection with any qualified financial con-
tract with a covered financial company if 
the Corporation determines that the trans-
feree had actual intent to hinder, delay, or 
defraud such company, the creditors of 
such company, or any receiver appointed 
for such company. 
(D) CERTAIN
CONTACTS
AND
AGREE-
MENTS DEFINED.—For purposes of this sub-
section, the following definitions shall apply: 
(i) 
QUALIFIED
FINANCIAL
CON-
TRACT.—The term ‘‘qualified financial 
contract’’ means any securities contract, 
commodity contract, forward contract, re-
purchase agreement, swap agreement, and 
any similar agreement that the Corpora-
tion determines by regulation, resolution,
401 
or order to be a qualified financial contract 
for purposes of this paragraph. 
(ii) 
SECURITIES
CONTRACT.—The 
term ‘‘securities contract’’— 
(I) means a contract for the pur-
chase, sale, or loan of a security, a 
certificate of deposit, a mortgage loan, 
any interest in a mortgage loan, a 
group or index of securities, certifi-
cates of deposit, or mortgage loans or 
interests therein (including any inter-
est therein or based on the value 
thereof) or any option on any of the 
foregoing, including any option to 
purchase or sell any such security, 
certificate of deposit, mortgage loan, 
interest, group or index, or option, 
and including any repurchase or re-
verse repurchase transaction on any 
such security, certificate of deposit, 
mortgage loan, interest, group or 
index, or option (whether or not such 
repurchase 
or 
reverse 
repurchase 
transaction is a ‘‘repurchase agree-
ment,’’ as defined in clause (v));
402 
(II) does not include any pur-
chase, sale, or repurchase obligation 
under a participation in a commercial 
mortgage loan unless the Corporation 
determines by regulation, resolution, 
or order to include any such agree-
ment 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 (in-
cluding by novation) by or to any se-
curities clearing agency of any settle-
ment of cash, securities, certificates of 
deposit, mortgage loans or interests 
therein, group or index of securities, 
certificates of deposit or mortgage 
loans or interests therein (including 
any interest therein or based on the 
value thereof) or option on any of the 
foregoing, including any option to 
purchase or sell any such security, 
certificate of deposit, mortgage loan, 
interest, group or index, or option
403 
(whether or not such settlement is in 
connection with any agreement or 
transaction referred to in subclauses 
(I) through (XII) (other than sub-
clause (II)); 
(V) means any margin loan; 
(VI) means any extension of 
credit for the clearance or settlement 
of securities transactions; 
(VII) means any loan transaction 
coupled with a securities collar trans-
action, any prepaid securities forward 
transaction, or any total return swap 
transaction coupled with a securities 
sale transaction; 
(VIII) means any other agree-
ment or transaction that is similar to 
any agreement or transaction referred 
to in this clause; 
(IX) means any combination of 
the agreements or transactions re-
ferred to in this clause; 
(X) means any option to enter 
into any agreement or transaction re-
ferred to in this clause;