institutions with the requirements established 
by or pursuant to this title or by agreement of 
the institution with the Secretary or such agen-
cy. 
‘‘(2) USE OF TARP FUNDS FOR MERGERS OR 
ACQUISITIONS.—Effective as of the date of the en-
actment of the TARP Reform and Accountability 
Act of 2009, no assisted institution that became an 
assisted institution at any time on or after October 
3, 2008, may merge or consolidate with any insured 
depository institution or, either directly or indirectly, 
acquire the assets of, or assume liability to pay any 
deposits made in, any insured depository institution, 
and no Federal banking agency may approve any 
such action under section 18(c) of the Federal De-
posit Insurance Act, while any of such assistance is 
outstanding unless, prior to the approval of such 
agency, the Secretary has determined in consultation 
with any relevant Federal banking agencies that— 
‘‘(A) such action will reduce risk to the 
taxpayer; or 
‘‘(B) the transaction could have been con-
summated without assistance provided under 
this title.
‘‘(3) NONDEPOSITORY
INSTITUTIONS.—In the 
case of any assisted institution that became an as-
sisted institution on or after October 3, 2008, and 
is not described in and subject to paragraph (1), the 
Secretary shall establish such reporting requirements 
and require any other conditions or agreements no 
less stringent than those applicable to assisted in-
sured depository institutions, including requirements 
to conduct examinations of the books, affairs, and 
procedures of any such financial institution by the 
Secretary or by delegation to the Board. 
‘‘(4) RENTER PROTECTION.—In the case of any 
foreclosure on any dwelling or residential real prop-
erty securing an extension of credit made under a 
contract entered into after the date of the enactment 
of this Act, any successor in interest in such prop-
erty pursuant to the foreclosure shall assume such 
interest subject to— 
‘‘(A) the provision, by the successor in in-
terest, of a notice to vacate to any bona fide 
tenant at least 90 days before the effective date 
of the notice to vacate; and 
‘‘(B) the rights of any bona fide tenant, as 
of the date of such notice of foreclosure—
‘‘(i) under any bona fide lease entered 
into before the notice of foreclosure to oc-
cupy the premises until the end of the re-
maining term of the lease or the end of the 
6-month period beginning on the date of 
the notice of foreclosure, whichever occurs 
first, subject to the receipt by the tenant 
of the 90-day notice under subparagraph 
(A); or 
‘‘(ii) without a lease or with a lease 
terminable at will under State law, subject 
to the receipt by the tenant of the 90-day 
notice under subparagraph (A). 
‘‘(5) BONA
FIDE
LEASE
OR
TENANCY.—For 
purposes of this paragraph (1), a lease or tenancy 
shall be considered bona fide only if— 
‘‘(A) the mortgagor under the contract is 
not the tenant; 
‘‘(B) the lease or tenancy was the result of 
an arms-length transaction; or 
‘‘(C) the lease or tenancy requires the re-
ceipt of rent that is not substantially less than 
fair market rent for the property. 
‘‘(6) PROHIBITION
ON
USE
OF
TARP
FUNDS 
FOR FOREIGN CUSTOMER SERVICE POSITIONS.—Ef-
fective as of the date of the enactment of the TARP 
Reform and Accountability Act of 2009, no assisted 
institution that became an assisted institution on or 
after October 3, 2008, may enter into a new agree-
ment, or expand a current agreement, with any for-
eign company for provision of customer service func-
tions, including call-center services, while any of 
such assistance is outstanding. 
‘‘(g) NO IMPEDIMENT TO WITHDRAWAL.—Subject to 
consultation with the appropriate Federal banking agen-
cies, the Secretary shall permit an assisted insured deposi-
tory institution to repay any assistance previously pro-
vided under this title to such depository institution with-
out regard to whether the depository institution has re-
placed such funds from any other source, and when such 
assistance is repaid, the Secretary shall liquidate warrants 
associated with such assistance at the current market 
price.’’. 
(b) DEFINITIONS.—Section 3 of the Emergency Eco-
nomic Stabilization Act of 2008 (12 U.S.C. 5202) is 
amended by adding at the end the following new para-
graphs: 
‘‘(10) DEFINITIONS RELATING TO INSURED DE-
POSITORY INSTITUTIONS.—The terms ‘depository in-
stitution’, ‘insured depository institution’, ‘Federal
banking agency’ and ‘appropriate Federal banking 
agency’ have the same meanings as in section 3 of 
the Federal Deposit Insurance Act. 
‘‘(11) ASSISTED INSTITUTION.—The terms ‘as-
sisted institution’ or ‘assisted insured depository in-
stitution’ mean any such institution that receives, di-
rectly or indirectly, any assistance or benefit that in-
volves the obligation or expenditure, loan, or invest-
ment of funds available to the Secretary under title 
I.’’. 
SEC. 102. EXECUTIVE COMPENSATION AND CORPORATE 
GOVERNANCE. 
(a) IN GENERAL.—Section 111 of the Emergency 
Economic Stabilization Act of 2008 (12 U.S.C. 5221) is 
amended by adding at the end the following new sub-
sections: 
‘‘(e) ACROSS-THE-BOARD EXECUTIVE COMPENSA-
TION AND CORPORATE GOVERNANCE REQUIREMENTS.— 
‘‘(1) STANDARDS REQUIRED.—Notwithstanding 
any provision of, and in addition to any requirement 
of subsection (a), (b), or (c) (other than the defini-
tions in subsection (b)(3)), the Secretary shall re-
quire any institution that became an assisted institu-
tion after the date of the enactment of the TARP 
Reform and Accountability Act of 2009 to meet
standards for executive compensation and corporate 
governance while any assistance under this title is 
outstanding. 
‘‘(2) SPECIFIC REQUIREMENTS.—The standards 
established under paragraph (1) shall include— 
‘‘(A) limits on compensation that exclude 
incentives for senior executive officers of such 
institution to take unnecessary and excessive 
risks that threaten the value of such institution 
during the period that any assistance under this 
title is outstanding; 
‘‘(B) a provision for the recovery by such 
institution of any bonus or incentive compensa-
tion paid to a senior executive officer based on 
statements of earnings, gains, or other criteria 
that are later found to be materially inaccurate; 
‘‘(C) a prohibition on such institution mak-
ing any golden parachute payment to a senior 
executive officer during the period that the as-
sistance under this title is outstanding; 
‘‘(D) a prohibition on such institution pay-
ing or accruing any bonus or incentive com-
pensation, during the period that the assistance 
under this title is outstanding, to the 25 most 
highly-compensated employees; and
‘‘(E) a prohibition on any compensation 
plan that would encourage manipulation of such 
institution’s reported earnings to enhance the 
compensation of any of its employees. 
‘‘(3) APPLICABILITY TO PRIOR ASSISTANCE.— 
Notwithstanding any limitations included in sub-
section (a), (b), or (c) with regard to applicability, 
the Secretary may apply the requirements of and the 
standards established under this subsection to any 
assisted institution that received any assistance 
under this title before the date of the enactment of 
the TARP Reform and Accountability Act of 2009. 
‘‘(f) BOARD OBSERVER.—The Secretary may require 
the attendance of an observer delegated by the Secretary, 
on behalf of the Secretary, to attend the meetings of the 
board of directors of any assisted institution that became 
an assisted institution before October 3, 2008, and any 
committees of such board of directors, while any assist-
ance under this title is outstanding.’’. 
(b) REPEAL OF DE MINIMIS EXCEPTION.—Section 
111(c) of the Emergency Economic Stabilization Act of 
2008 (12 U.S.C. 5221(c)) is amended by striking ‘‘and 
only where such purchases per financial institution in the 
aggregate exceed $300,000,000 (including direct pur-
chases),’’.
SEC. 103. NEW LENDING BY INSURED DEPOSITORY INSTI-
TUTIONS THAT IS ATTRIBUTABLE TO TARP 
INVESTMENTS AND ASSISTANCE. 
Section 7(a) of the Federal Deposit Insurance Act 
(U.S.C. 1817(a)) is amended by adding at the end the 
following new paragraph: 
‘‘(12) LENDING INCREASES ATTRIBUTABLE TO 
INVESTMENT
OR
OTHER
ASSISTANCE
UNDER
THE 
TROUBLED ASSETS RELIEF PROGRAM.— 
‘‘(A) IN GENERAL.—Each report of condi-
tion filed pursuant to this subsection by an in-
sured depository institution which received an 
investment or other assistance under the Trou-
bled Assets Relief Program established by the 
Emergency Economic Stabilization Act of 2008 
or section 136(d) of the Energy Independence 
and Security Act of 2007 shall report the 
amount of any increase in new lending in the 
period covered by such report (or the amount of 
any reduction in any decrease in new lending) 
that is attributable to such investment or as-
sistance, to the extent possible. 
‘‘(B) ALTERNATIVE MEASURE.—If an in-
sured depository institution that is subject to 
subparagraph (A) cannot accurately quantify 
the effect that an investment or other assist-
ance under such Troubled Assets Relief Pro-
gram has had on new lending by the institution, 
the insured depository institution shall report 
the total amount of the increase in new lending, 
if any, in the period covered by such report. 
‘‘(C) DESIGNATION
OF
REPORTING
RE-
QUIREMENT.—The Federal banking agencies 
and the Secretary of the Treasury shall specify 
the form, content, and manner of reports re-
quired under this paragraph, and shall require 
such reports to be provided to the appropriate 
State bank supervisor (as defined in section 3 
of the Federal Deposit Insurance Act).’’. 
SEC. 104. OTHER PROTECTIONS FOR THE TAXPAYER. 
(a) WARRANT REQUIREMENTS.—Subsection (d) of 
section 113 of the Emergency Economic Stabilization Act 
of 2008 (12 U.S.C. 5223(d)) is amended by adding at the 
end the following new paragraph: 
‘‘(4) AMOUNT.—For assistance provided after 
the date of the enactment of the TARP Reform and 
Accountability Act of 2009, and except as provided 
in title III of such Act, the warrants or instruments 
described in this section shall have a value at least 
equal to 15 percent of the aggregate amount of such 
assistance.’’.
(b) REPEAL
OF
CERTAIN
EXCEPTION.—Section 
113(d)(3) of the Emergency Economic Stabilization Act 
of 2008 (12 U.S.C. 5223(d)(3)) is amended by striking 
subparagraph (A). 
SEC. 105. AVAILABILITY OF TARP FUNDS TO SMALLER COM-
MUNITY INSTITUTIONS. 
(a) PROMPT ACTION.—The Secretary shall promptly 
take all necessary actions to provide assistance under title 
I of the Emergency Economic Stabilization Act of 2008 
to smaller community financial institutions, including such 
institutions that are privately held. 
(b) COMPARABLE TERMS.—An institution that re-
ceives assistance after the date of the enactment of the 
TARP Reform and Accountability Act of 2009, shall do 
so on terms comparable to the terms applicable to institu-
tions that received assistance prior to the date of the en-
actment of such Act of 2009: Provided, That the institu-
tion— 
(1) has submitted an application on which no 
action has been taken, such as institutions that are 
C corporations (including privately held institutions) 
and community development financial institutions; 
or 
(2) is of a type for which the Secretary has not 
yet established an application deadline or for which
any such deadline has not yet occurred as of the 
date of the enactment of this Act, such as institu-
tions that are non-stock corporations, S-corpora-
tions, mutually-owned insured depository institutions 
(as defined in section 3 of the Federal Deposit In-
surance Act). 
(c) DEFINITIONS.—For purposes of this section, the 
terms ‘‘S Corporation’’ and ‘‘C Corporation’’ shall have 
the same meaning given to those terms in section 1361(a) 
of the Internal Revenue Code of 1986. 
SEC. 106. INCREASE IN SIZE AND AUTHORITY OF FINAN-
CIAL STABILITY OVERSIGHT BOARD. 
(a) AUTHORITY.—Section 104 of the Emergency 
Economic Stabilization Act of 2008 (12 U.S.C. 2514) is 
amended— 
(1) by redesignating subsections (g) and (h) as 
subsections (h) and (i), respectively; and 
(2) by inserting after subsection (f) the fol-
lowing new subsection: 
‘‘(g) REVIEW
AND DECISIONMAKING.—After con-
ducting any review under this section of a policy deter-
mination made by the Secretary, the Financial Stability 
Oversight Board may overturn any such policy determina-
tion by a two-thirds vote of all members of such board.’’.
(b) APPOINTMENT OF 3 ADDITIONAL MEMBERS.— 
Section 104(b) of the Emergency Economic Stabilization 
Act of 2008 (12 U.S.C. 2514(b)) is amended— 
(1) by striking ‘‘and’’ at the end of paragraph 
(4); 
(2) by striking the period at the end of para-
graph (5) and inserting a semicolon; and 
(3) by adding at the end the following new 
paragraphs: 
‘‘(6) the Chairperson of the Board of Directors 
of the Federal Deposit Insurance Corporation; and 
‘‘(7) two members appointed by the President, 
by and with the consent of the Senate, from among 
individuals who are not officers or employees of the 
United States Government.’’. 
SEC. 107. INCLUSION OF WOMEN AND MINORITIES. 
(a) OFFICE
OF MINORITY
AND WOMEN INCLU-
SION.—The Secretary of the Treasury shall establish an 
Office of Minority and Women Inclusion, or designate an 
office of the entity, that shall be responsible for carrying 
out this section and ensuring compliance by the Secretary 
and each assisted institution (as such term is defined in 
section 3 of the Emergency Economic Stabilization Act of 
2008) with the requirements of this section. The Office 
shall be responsible for all matters of the entity relating
to diversity in management, employment, and business ac-
tivities in accordance with such standards and require-
ments as the Secretary shall establish regarding the use 
of assistance provided under title I of such Act. 
(b) INCLUSION IN ALL LEVELS OF BUSINESS ACTIVI-
TIES.—The Secretary and each assisted institution shall 
develop and implement standards and procedures to en-
sure, to the maximum extent possible, the inclusion and 
utilization of minorities (as such term is defined in section 
1204(c) of the Financial Institutions Reform, Recovery, 
and Enforcement Act of 1989 (12 U.S.C. 1811 note)) and 
women, and minority- and women-owned businesses (as 
such terms are defined in section 21A(r)(4) of the Federal 
Home Loan Bank Act (12 U.S.C. 1441a(r)(4)) (including 
financial institutions, investment banking firms, mortgage 
banking firms, asset management firms, broker-dealers, fi-
nancial services firms, underwriters, accountants, brokers, 
investment consultants, and providers of legal services) in 
all business and activities of the Secretary and each as-
sisted institution at all levels, including in procurement, 
insurance, and all types of contracts (including contracts 
for the issuance or guarantee of any debt, equity, or mort-
gage-related securities, the management of its mortgage 
and securities portfolios, the making of its equity invest-
ments, the purchase, sale and servicing of single- and
multi-family mortgage loans, and the implementation of 
its affordable housing program and initiatives). The proc-
esses established by the Secretary and each assisted insti-
tution for review and evaluation for contract proposals and 
to hire service providers shall include a component that 
gives consideration to the diversity of the applicant. 
(c) APPLICABILITY.—This section shall apply to all 
contracts of the Secretary of the Treasury and assisted 
institutions for services of any kind, including services 
that require the services of investment banking, asset 
management entities, broker-dealers, financial services en-
tities, underwriters, accountants, investment consultants, 
and providers of legal services. 
(d) REPORTS TO CONGRESS.—Not later than 180 
days after the date of the enactment of this Act, the Sec-
retary shall report to the Congress detailed information 
describing the actions taken by the Office and assisted in-
stitutions pursuant to this section, which shall include a 
statement of the total amounts provided by the Secretary 
and assisted institutions under title I of the Emergency 
Economic Stabilization Act of 2008 to third party contrac-
tors since the last such report and the percentage of such 
amounts paid to businesses described in subsection (b) of 
this section.
SEC. 108. ANALYSIS OF USE OF ASSISTANCE. 
(a) REQUIREMENT.—The Secretary of the Treasury 
shall regularly analyze timely and detailed information 
concerning the use of assistance provided under title I of 
the Emergency Economic Stabilization Act of 2008 by as-
sisted institutions to ensure that the program established 
under title I of such Act is meeting the goals of the pro-
gram. 
(b) AGENCY COLLECTION.—The Secretary of the 
Treasury shall require the Federal banking agencies (as 
defined in section 3 of the Federal Deposit Insurance Act) 
and any other Federal agency the Secretary chooses to 
report detailed information to the Secretary on the use 
of assistance provided by the Secretary under the Emer-
gency Economic Stabilization Act of 2008 in a standard 
electronic form on no less than a quarterly basis. 
(c) SOURCE OF INFORMATION.—The data collected 
and analyzed under subsections (a) and (b)— 
(1) shall come from existing reports filed by all 
assisted institutions where possible, including deposi-
tory institutions and nondepository institutions, with 
the principal Federal regulator of each such institu-
tion, if any; and 
(2) and should be sufficiently detailed and time-
ly to enable the Secretary to determine the effective-
ness of the program established under title I of the
Emergency Economic Stabilization Act of 2008 in 
stimulating prudent lending and strengthening bank 
capital. 
(d) ADJUSTMENTS
AND RECOMMENDATIONS.— If 
the Secretary of the Treasury determines that— 
(1) the goals of the program established under 
title I of the Emergency Economic Stabilization Act 
of 2008 are not being met, the Secretary shall work 
with the Federal agencies supplying the information 
under subsection (b) to encourage such agencies to 
provide the recipients of assistance under such title 
with recommendations for better meeting the goals 
of the program; and 
(2) the goals of the program are not being met 
following the recommendations and adjustments 
made in accordance with paragraph (1), the Sec-
retary shall adjust the future uses of assistance pro-
vided under such title. 
SEC. 109. DATABASE OF USE OF TARP FUNDS. 
The Secretary of the Treasury shall create and main-
tain a fully searchable database, accessible on the Internet 
at no cost to the public, that contains the name of each 
entity receiving funds made available under section 115(a) 
of the Emergency Economic Stabilization Act of 2008 (12
U.S.C. 5225(a)) and the purpose for which such entity 
is receiving such funds. 
SEC. 110. CLARIFICATION. 
Section 101 of the Emergency Economic Stabilization 
Act of 2008 (12 U.S.C. 2514(b)) is amended by adding 
at the end the following new subsections: 
‘‘(f) CLARIFICATION.—Any provision of capital to, 
purchase of equity in, or assistance provided to any insti-
tution under this title shall be considered to be a purchase 
of troubled assets for purposes of this title. 
‘‘(g) QUALIFIED PROPERTY.— 
‘‘(1) GUARANTEE.—Upon the request of a les-
see of qualified property in leases where the lessee 
economically defeased its rent and purchase option 
payments, the Secretary may serve as a guarantor 
with respect to all payment obligations of such lessee 
with respect to any defeased lease transaction that 
is in technical default because of a downgrade of a 
financial guarantor. Such guarantee shall be on such 
terms and conditions as are determined by the Sec-
retary. 
‘‘(2) DEFINITIONS.—For purposes of this sub-
section, the following definitions shall apply: 
‘‘(A) QUALIFIED
PROPERTY.—The term 
‘qualified property’ means domestic property
subject to a lease entered into prior to Novem-
ber 1, 2007, in which a State or local govern-
ment authority (as defined in section 5302(a) 
of title 49, United States Code) is the lessee. 
‘‘(B) GUARANTOR.—The term ‘guarantor’ 
includes any guarantor, surety, and payment 
undertaker.’’. 
SEC. 111. INVESTMENT OF TARP FUNDS IN CREDIT UNIONS 
TAKEN INTO ACCOUNT IN DETERMINATION 
OF NET WORTH. 
(a) IN GENERAL.—Section 216(o)(2) of the Federal 
Credit Union Act (12 U.S.C. 1790d(o)(2)) is amended by 
striking subparagraph (A) and inserting the following new 
subparagraph: 
‘‘(A) with respect to any insured credit 
union, means— 
‘‘(i) the retained earnings balance of 
the credit union, as determined under gen-
erally accepted accounting principles, to-
gether with any amounts that were pre-
viously the retained earnings of any other 
credit union with which the credit union 
has combined; and 
‘‘(ii) any donated equity, permanent, 
and perpetual capital deposits, or other
primary capital made available under Title 
I of the Emergency Economic Stabilization 
Act of 2008, as determined by regulation 
or order of the Board with due regard for 
the accepted capital standards for United 
States depository institutions generally; 
and’’. 
(b) EFFECTIVE DATE.—The amendment made by 
subsection (a) shall take effect at the end of the 30-day 
period beginning on the date of the enactment of this Act. 
SEC. 112. TREASURY FACILITATED AUCTION. 
Section 113(b) of the Emergency Economic Stabiliza-
tion Act of 2008 (12 U.S.C. 5223(b)) is amended to read 
as follows: 
‘‘(b) USE OF MARKET MECHANISMS.— 
‘‘(1) IN GENERAL.—In making purchases under 
this Act, the Secretary shall— 
‘‘(A) make such purchases at the lowest 
price that the Secretary determines to be con-
sistent with the purposes of this Act; and 
‘‘(B) maximize the efficiency of the use of 
taxpayer resources by using market mecha-
nisms, including auctions or reverse auctions, 
where appropriate. 
‘‘(2) AUCTION FACILITATION.—
‘‘(A) IN GENERAL.—The Secretary shall, 
in coordination with institutions that volunteer 
to participate, and not using any funds under 
this title for purchases, facilitate an auction of 
troubled assets owned by such institutions to 
third party purchasers. 
‘‘(B) REPORT.—If the auction described in 
subparagraph (A) does not take place within 
the 3 month period following the date of the en-
actment of the TARP Reform and Account-
ability Act of 2009, the Secretary shall issue a 
report to the Congress stating— 
‘‘(i) why such auction has not taken 
place; and 
‘‘(ii) by what mechanism the Sec-
retary feels that troubled assets could most 
expeditiously be valued and liquidated.’’. 
SEC. 113. BROADENED INSPECTOR GENERAL AUTHORITY. 
Section 121(c) of the Emergency Economic Stabiliza-
tion Act (12 U.S.C. 5231(c)) is amended by striking ‘‘the 
purchase, management, and sale of assets’’ and all that 
follows through ‘‘under section 102’’ and inserting ‘‘any 
action taken by the Secretary of the Treasury under this 
title (except sections 115, 116, 117, and 125), as the Spe-
cial Inspector General determines appropriate’’.
TITLE II—FORECLOSURE 
RELIEF 
SEC. 201. TARP FORECLOSURE MITIGATION PLAN AND IM-
PLEMENTATION. 
(a) COMMITMENT OF RESOURCES.—Notwithstanding 
any provision of title I of the Emergency Economic Sta-
bilization Act of 2008, not later than seven days after the 
date of the enactment of the TARP Reform and Account-
ability Act of 2009, the Secretary of the Treasury (in this 
title referred to as the ‘‘Secretary’’) shall commit funds 
made available to the Secretary under title I of the Emer-
gency Economic Stabilization Act of 2008 in an amount 
of at least $100,000,000,000, unless the Secretary cer-
tifies otherwise under subsection (d), but in no case less 
than $40,000,000,000, for the purposes of foreclosure 
mitigation. Not less than $20,000,000,000 of this amount 
shall be dedicated to the program described under section 
204 of this Act. The Secretary shall consult with the 
Chairperson of the Board of Directors of the Federal De-
posit Insurance Corporation regarding the administration 
of the program. 
(b) PLAN REQUIRED.—Notwithstanding any provi-
sion of title I of the Emergency Economic Stabilization 
Act of 2008, none of the funds otherwise available to the 
Secretary pursuant to section 115(a)(3) of such Act shall
be available to the Secretary after March 15, 2009, unless 
a comprehensive plan to use the funds committed under 
subparagraph (a) to prevent and mitigate foreclosures on 
residential properties, in accordance with the requirements 
of this title, has been developed by the Secretary and ap-
proved by the Financial Stability Oversight Board by such 
date. 
(c) IMPLEMENTATION REQUIRED.—The Secretary 
shall begin to implement the comprehensive plan estab-
lished pursuant to subsection (b) by not later than April 
1, 2009. 
(d) CERTIFICATION.—If the Secretary does not com-
mit at least $100,000,000,000 in the plan established 
under subsection (b), the Secretary shall certify to the 
Congress in the plan the specific reasons that such 
amounts have not been committed. 
(e) CLARIFICATION.—For purposes of this title, the 
term ‘‘residential properties’’ shall include 1- to 4-family 
residential properties. 
SEC. 202. ELEMENTS OF PLAN. 
(a) REQUIRED ELEMENTS.—The comprehensive plan 
established pursuant to section 201(b) shall comply with 
the following requirements: 
(1) OWNER-OCCUPIED
RESIDENCES
ONLY.— 
The programs implemented under the plan shall pre-
vent and mitigate foreclosures specifically on owner- 
occupied residential properties. 
(2) LEVERAGING
OF
PRIVATE
CAPITAL.—The 
plan shall leverage private capital to the maximum 
extent possible consistent with the purpose of pre-
venting and mitigating foreclosures on such prop-
erties. 
(3) USE OF PROGRAM ALTERNATIVES.—The ac-
tions to be taken under the plan shall consist of the 
systematic foreclosure prevention and mortgage 
modification program under section 204 and a com-
bination of the program alternatives set forth in sec-
tion 203. 
(4) WORKFORCE
AND
OUTREACH.—The plan 
shall set forth how the Secretary intends to develop, 
second, or contract for appropriate staffing to carry 
out the plan and the component programs and to en-
sure that private mortgage servicers utilizing the 
programs established by the Secretary will provide 
sufficient staffing and resources to engage in the 
outreach, loss mitigation activities, and homeowner 
education necessary for successful foreclosure miti-
gation. 
(b) CONCENTRATIONS
OF
FORECLOSURES.—The 
comprehensive plan established pursuant to section 201(b)
may include provisions designed to prevent and mitigate 
foreclosures on residential properties located in areas that 
are most seriously affected by such foreclosures. 
SEC. 203. PROGRAM ALTERNATIVES. 
The program alternatives set forth in this section are 
as follows: 
(1) REDUCTION OF HOPE FOR HOMEOWNERS 
PROGRAM COSTS.—A program under which the Sec-
retary— 
(A) provides coverage for fees under the 
HOPE for Homeowners Program under section 
257 of the National Housing Act (12 U.S.C. 
1715z–23), as amended by title V of this Act; 
or 
(B) ensures the affordability of interest 
rates of mortgages insured under such Pro-
gram. 
(2) BUY-DOWN
OF
SECOND
LIEN
MORT-
GAGES.—A program under which the Secretary 
makes available to owners of owner-occupied residen-
tial properties a direct mortgage loan the proceeds 
of which shall be used only to reduce the out-
standing debt of such owner under an existing sec-
ond lien mortgage on such residential property, for 
the purpose of facilitating loan modification, subject
to such reductions in the principal of such existing 
second lien mortgages as the Secretary may require. 
(3) SERVICER INCENTIVES AND ASSISTANCE.— 
A program under which the Secretary may make 
payments to servicers, including servicers that are 
not affiliated with a depository institution, who im-
plement modifications to mortgages that result in 
mortgages that meet such requirements as the Sec-
retary shall establish. 
(4) LOAN
PURCHASES.—A program under 
which the Secretary, or one or more entities that the 
Secretary, in consultation with the Secretary of 
Housing and Urban Development, enters into a con-
tract with to carry out the program under this para-
graph, which may include the Federal Deposit Insur-
ance Corporation, regional public-private partner-
ships, and entities selected as contractors under sec-
tion 107 of the Emergency Economic Stabilization 
Act of 2008, purchases whole loans for the purpose 
of modifying or refinancing the loans. 
(5) SUBSTITUTION
OF
TRUST.—A program 
under which modifications are allowed to the 
securitization trust agreements with respect to secu-
rities secured by pools of mortgages to allow a new 
qualified buyer to be substituted on a foreclosed
property or a delinquent mortgage without seeking 
new financing. 
SEC. 204. SYSTEMATIC FORECLOSURE PREVENTION AND 
MORTGAGE 
MODIFICATION 
PLAN 
ESTAB-
LISHED. 
(a) IN GENERAL.—The systematic foreclosure pre-
vention and mortgage modification program under this 
section shall be a program established by the Secretary, 
in consultation with the Chairperson of the Board of Di-
rectors of the Federal Deposit Insurance Corporation and 
the Secretary of Housing and Urban Development, that— 
(1) provides lenders and loan servicers with cer-
tain compensation to cover administrative costs for 
each loan modified according to the required stand-
ards; and 
(2) provides loss sharing or guarantees for cer-
tain losses incurred if a modified loan should subse-
quently re-default. 
(b) PROGRAM ADMINISTRATION.—The Secretary, in 
consultation with the Chairperson of the Federal Deposit 
Insurance Corporation and the Secretary of Housing and 
Urban Development, may contract with one or more enti-
ties, including the Federal Deposit Insurance Corporation 
and entities selected as contractors under section 107 of 
the Emergency Economic Stabilization Act of 2008, to
conduct the program activities required under the pro-
gram under this section. 
(c) PROGRAM COMPONENTS.—The program estab-
lished under subsection (a) may include the following com-
ponents: 
(1) ELIGIBLE BORROWERS.—The program shall 
be limited to loans secured by owner-occupied prop-
erties. 
(2) EXCLUSION
FOR
EARLY
PAYMENT
DE-
FAULT.—To promote sustainable mortgages, loss 
sharing or guarantees shall be available only after 
the borrower has made a specified minimum number 
of payments on the modified mortgage. 
(3) STANDARD NET PRESENT VALUE TEST.—In 
order to promote consistency and simplicity in imple-
mentation and audit, the Secretary shall prescribe a 
standardized net present value analysis for partici-
pating lenders and servicers comparing the expected 
net present value of modifying past due loans com-
pared to the net present value of foreclosing on them 
will be applied. Under this test, standard assump-
tions shall be used to ensure that a consistent stand-
ard for affordability is provided based on a ratio of 
the borrower’s mortgage-related expenses for the
first priority mortgage-to-gross income specified by 
the Secretary. 
(4) SYSTEMATIC
LOAN
REVIEW
BY
PARTICI-
PATING
LENDERS
AND
SERVICERS.—Participating 
lenders and servicers shall be required to undertake 
a systematic review of all of the loans under their 
management, to subject each loan to a standard net 
present value test to determine whether it is a suit-
able candidate for modification, and to offer modi-
fications for all loans that pass this test. The pen-
alty for failing to undertake such a systematic re-
view and to carry out modifications where they are 
justified would be disqualification from further par-
ticipation in the program until such a systematic 
program was introduced. 
(5) MODIFICATIONS.—Modifications may in-
clude any of the following: 
(A) Reduction in interest rates and fees. 
(B) Term or amortization extensions. 
(C) Forbearance or forgiveness of prin-
cipal. 
(D) Other similar modifications. 
(6) SIMPLIFIED LOSS SHARE CALCULATION.— 
In order to ensure the administrative efficiency and 
effective operation of the program, the Secretary
shall define appropriate measures for loss sharing or 
guarantees designed to reduce the risk and loss upon 
redefault of modified mortgages in order to provide 
adequate incentives to lenders, servicers, and inves-
tors to modify eligible mortgages and avoid unneces-
sary foreclosures. Interim modifications shall be al-
lowed. 
(7) DE MINIMIS TEST.—To lower administra-
tive costs, a de minimis test shall be used to exclude 
from loss sharing any modification that does not 
lower the monthly payment at least 10 percent. 
(8) 8 YEAR
LIMIT
ON
LOSS
SHARING
PAY-
MENT.—The loss sharing guarantee shall terminate 
at the end of the 8-year period beginning on the 
date the modification was consummated. 
(d) ALTERNATIVE
COMPONENTS.—The Secretary 
may, with the approval of the Board, implement fore-
closure prevention and mitigation actions other than those 
included pursuant to subsection (c) in the comprehensive 
plan initially approved by the Board pursuant to section 
201(b) that the Secretary believes would provide equiva-
lent or greater impact on foreclosure mitigation. 
(e) REGULATIONS.—The Secretary shall prescribe 
such regulations as may be necessary to implement this 
section and prevent evasions thereof.
(f) TROUBLED ASSETS.—The costs incurred by the 
Federal Government in carrying out the loan modification 
program established under this section shall be covered 
out of the funds made available to the Secretary of the 
Treasury under title I of the Emergency Economic Sta-
bilization Act of 2008 or such other funds as may be avail-
able to the Secretary. 
(g) REPORT.—Before the end of the 6-month period 
beginning on the date of the enactment of this Act, the 
Secretary shall submit a progress report to the Congress 
containing such findings and such recommendations for 
legislative or administrative action as the Secretary may 
determine to be appropriate. 
SEC. 205. MODIFICATION OF PLAN. 
(a) IN GENERAL.—If the Secretary, in consultation 
with the Chairperson of the Board of Directors of the Fed-
eral Deposit Insurance Corporation and the Secretary of 
Housing and Urban Development, determines at any time 
that modification of the comprehensive plan initially ap-
proved by the Board pursuant to section 201(b) (as such 
plan may subsequently have been modified pursuant to 
this section), or that modification of any component pro-
gram element, is necessary to maximize the prevention of 
foreclosures on residential properties or minimize costs to 
taxpayers of such foreclosure mitigation, the Secretary
may modify the plan or program element, but only to the 
extent such modifications are approved by the Board. 
SEC. 206. SERVICER SAFE HARBOR. 
(a) SAFE HARBOR.— 
(1) LOAN
MODIFICATIONS
AND
WORKOUT 
PLANS.—Notwithstanding any other provision of 
law, and notwithstanding any investment contract 
between a servicer and a securitization vehicle or in-
vestor, a servicer that acts consistent with the duty 
set forth in section 129A(a) of Truth in Lending Act 
(15 U.S.C. 1639a) shall not be liable for entering 
into a loan modification or workout plan with re-
spect to any such mortgage that meets all of the cri-
teria set forth in paragraph (2)(B) to— 
(A) any person, based on that person’s 
ownership of a residential mortgage loan or any 
interest in a pool of residential mortgage loans 
or in securities that distribute payments out of 
the principal, interest and other payments in 
loans on the pool; 
(B) any person who is obligated to make 
payments determined in reference to any loan 
or any interest referred to in subparagraph (A); 
or
(C) any person that insures any loan or 
any interest referred to in subparagraph (A) 
under any law or regulation of the United 
States or any law or regulation of any State or 
political subdivision of any State. 
(2) ABILITY TO MODIFY MORTGAGES.— 
(A) ABILITY.—Notwithstanding any other 
provision of law, and notwithstanding any in-
vestment contract between a servicer and a 
securitization vehicle or investor, a servicer— 
(i) shall not be limited in the ability 
to modify mortgages, the number of mort-
gages that can be modified, the frequency 
of loan modifications, or the range of per-
missible modifications; and 
(ii) shall not be obligated to repur-
chase loans from or otherwise make pay-
ments to the securitization vehicle on ac-
count of a modification, workout, or other 
loss mitigation plan for a residential mort-
gage or a class of residential mortgages 
that constitute a part or all of the mort-
gages in the securitization vehicle, 
if any mortgage so modified meets all of the cri-
teria set forth in subparagraph (B).
(B) CRITERIA.—The criteria under this 
subparagraph with respect to a mortgage are as 
follows: 
(i) Default on the payment of such 
mortgage has occurred or is reasonably 
foreseeable. 
(ii) The property securing such mort-
gage is occupied by the mortgagor of such 
mortgage. 
(iii) The servicer reasonably and in 
good faith believes that the anticipated re-
covery on the principal outstanding obliga-
tion of the mortgage under the particular 
modification or workout plan or other loss 
mitigation action will exceed, on a net 
present value basis, the anticipated recov-
ery on the principal outstanding obligation 
of the mortgage to be realized through 
foreclosure. 
(3) 
APPLICABILITY.—This 
subsection 
shall 
apply only with respect to modifications, workouts, 
and other loss mitigation plans initiated before Jan-
uary 1, 2012. 
(b) REPORTING.—Each servicer that engages in loan 
modifications or workout plans subject to the safe harbor
in subsection (a) shall report to the Secretary on a regular 
basis regarding the extent, scope and results of the 
servicer’s modification activities. The Secretary shall pre-
scribe regulations specifying the form, content, and timing 
of such reports. 
(c) DEFINITION OF SECURITIZATION VEHICLES.— 
For purposes of this section, the term ‘‘securitization vehi-
cle’’ means a trust, corporation, partnership, limited liabil-
ity entity, special purpose entity, or other structure that— 
(1) is the issuer, or is created by the issuer, of 
mortgage pass-through certificates, participation cer-
tificates, mortgage-backed securities, or other similar 
securities backed by a pool of assets that includes 
residential mortgage loans; and 
(2) holds such mortgages. 
SEC. 207. FORECLOSURE MORATORIUM RECOMMENDA-
TION. 
(a) FORECLOSURE DEFERMENT.—It is the sense of 
the Congress that any institution which becomes an as-
sisted institution on or after the date of the enactment 
of this Act should not initiate, or allow to continue, a fore-
closure proceeding or a foreclosure sale on any with re-
spect to any principal homeowner mortgage, until the ear-
liest of the following:
(1) The date by which the comprehensive plan 
to prevent and mitigate foreclosures has been devel-
oped by the Secretary and the Federal Deposit In-
surance Corporation and approved by the Financial 
Stability Oversight Board under section 201 and be-
come fully operational. 
(2) The date by which the systematic fore-
closure prevention and mortgage modification plan 
has been established by the Secretary in accordance 
with section 204 and become fully operational. 
(3) The end of the 9-month period beginning on 
the date of the enactment of this Act. 
(b) FHA-REGULATED LOAN MODIFICATION AGREE-
MENTS.—If an assisted institution to which subsection (a) 
applies reaches a loan modification agreement with a 
homeowner under the auspices of the Federal Housing Ad-
ministration before any plan referred to in paragraph (1) 
or (2) of such subsection takes effect, subsection (a) shall 
cease to apply to such institution as of the effective date 
of the loan modification agreement. 
(c) DUTY OF CONSUMER TO MAINTAIN PROPERTY.— 
Any homeowner for whose benefit any foreclosure pro-
ceeding or sale is barred under subsection (a) from being 
instituted, continued , or consummated with respect to any 
homeowner mortgage may not, with respect to any prop-
erty securing such mortgage, destroy, damage, or impair 
such property, allow the property to deteriorate, or commit 
waste on the property. 
(d) DUTY OF CONSUMER TO RESPOND TO REASON-
ABLE INQUIRIES.—Any homeowner for whose benefit any 
foreclosure proceeding or sale is barred under subsection 
(a) from being instituted, continued , or consummated 
with respect to any homeowner mortgage shall respond to 
reasonable inquiries from a creditor or servicer during the 
period during which such foreclosure proceeding or sale 
is barred. 
SEC. 208. FORECLOSURE PREVENTION FOR AFFORDABLE 
HOUSING. 
Section 109 of the Emergency Economic Stabilization 
Act of 2008 (12 U.S.C. 5219) is amended to read as fol-
lows: 
‘‘SEC. 109. FORECLOSURE MITIGATION EFFORTS. 
‘‘(a) RESIDENTIAL MORTGAGE SERVICING STAND-
ARDS.—To the extent that the Secretary acquires mort-
gages, mortgage backed securities, and other assets se-
cured by residential real estate, including multifamily 
housing, the Secretary shall implement a plan that seeks 
to maximize assistance for homeowners and renters and 
use the authority of the Secretary to encourage the 
servicers of the underlying mortgages, considering net
present value to the taxpayer, to take advantage of the 
HOPE for Homeowners Program under section 257 of the 
National Housing Act or other available programs to mini-
mize foreclosures. In addition, the Secretary may use loan 
guarantees and credit enhancements to facilitate loan 
modifications to prevent avoidable foreclosures on single- 
family and multifamily housing. 
‘‘(b) COORDINATION.—The Secretary shall coordi-
nate with the Corporation, the Board (with respect to any 
mortgage or mortgage-backed securities or pool of securi-
ties held, owned, or controlled by or on behalf of a Federal 
reserve bank, as provided in section 110(a)(1)(C)), the 
Federal Housing Finance Agency, the Secretary of Hous-
ing and Urban Development, and other Federal Govern-
ment entities that hold troubled assets to attempt to iden-
tify opportunities for the acquisition of classes of troubled 
assets that will improve the ability of the Secretary to im-
prove the loan modification and restructuring process and, 
where permissible, to permit bona fide tenants who are 
current on their rent to remain in their homes under the 
terms of the lease. In the case of a mortgage on a residen-
tial rental property, including a qualified low-income 
building under section 42 of the Internal Revenue Code 
of 1986, the plan required under this section shall include 
protecting Federal, State, and local rental subsidies and
protections, and ensuring any modification takes into ac-
count the need for operating funds to maintain decent and 
safe conditions at the property. 
‘‘(c) CONSENT TO REASONABLE LOAN MODIFICA-
TION REQUESTS.—Upon any request arising under exist-
ing investment contracts, the Secretary shall consent, 
where appropriate and considering net present value to the 
taxpayer, to reasonable requests by homeowners and own-
ers of multifamily housing, including qualified low-income 
buildings under section 42 of the Internal Revenue Code 
of 1986, for loss mitigation measures, including term ex-
tensions, rate reductions, principal write downs, increases 
in the proportion of loans within a trust or other structure 
allowed to be modified, or removal of other limitation on 
modifications.’’. 
SEC. 209. REPORT BY CONGRESSIONAL OVERSIGHT PANEL. 
The Congressional Oversight Panel established by 
section 125 of the Emergency Economic Stabilization Act 
of 2008 shall submit a report to the Congress, not later 
than July 1, 2009, regarding— 
(1) the actions taken by the Secretary pursuant 
to this title; 
(2) the impact and effectiveness of such actions 
on foreclosures on residential properties; and
(3) the effectiveness of such actions from the 
standpoint of minimizing costs to the taxpayers. 
SEC. 210. MORTGAGE MODIFICATION DATA COLLECTING 
AND REPORTING. 
(a) REPORTING REQUIREMENTS.—Not later than 
120 days after the date of the enactment of this Act, and 
quarterly thereafter, the Comptroller of the Currency, in 
coordination with the Director of the Office of Thrift Su-
pervision, shall submit a report to the Committee on 
Banking, Housing, and Urban Affairs of the Senate, the 
Committee on Financial Services of the House of Rep-
resentatives, and the Joint Economic Committee on the 
volume of mortgage modifications reported to the Office 
of the Comptroller of the Currency and the Office of 
Thrift Supervision, under the mortgage metrics program 
of each such Office, during the previous quarter, including 
the following: 
(1) The total number of mortgage modifications 
resulting in each of the following: 
(A) Additions of delinquent payments and 
fees to loan balances. 
(B) Interest rate reductions and freezes. 
(C) Term extensions. 
(D) Reductions of principal. 
(E) Deferrals of principal.
(F) Combinations of modifications de-
scribed in subparagraph (A), (B), (C), (D), or 
(E). 
(2) The total number of mortgage modifications 
in which the total monthly principal and interest 
payment resulted in the following: 
(A) An increase. 
(B) Remained the same. 
(C) Decreased less than 10 percent. 
(D) Decreased 10 percent or more. 
(b) DATA COLLECTION.— 
(1) REQUIRED.— 
(A) IN GENERAL.—Not later than 60 days 
after the date of the enactment of this Act, the 
Comptroller of the Currency and the Director 
of the Office of Thrift Supervision, shall issue 
mortgage modification data collection and re-
porting requirements to institutions covered 
under the reporting requirement of the mort-
gage metrics program of the Comptroller or the 
Director. 
(B) INCLUSIVENESS
OF
COLLECTIONS.— 
The requirements under subparagraph (A) shall 
provide for the collection of all mortgage modi-
fication data needed by the Comptroller of the
Currency and the Director of the Office of 
Thrift Supervision to fulfill the reporting re-
quirements under subsection (a). 
(2) REPORT.—The Comptroller of the Currency 
shall report all requirements established under para-
graph (1) to each committee receiving the report re-
quired under subsection (a). 
TITLE III—AUTO INDUSTRY FI-
NANCING 
AND 
RESTRUC-
TURING 
SEC. 301. SHORT TITLE. 
This title may be cited as the ‘‘TARP Reform and 
Accountability Act of 2009’’. 
SEC. 302. DIRECT LOAN PROVISIONS. 
(a) IN GENERAL.—The Emergency Economic Sta-
bilization Act of 2008 (division A of Public Law 110–343) 
is amended by adding at the end the following: 
‘‘TITLE IV—AUTO INDUSTRY FI-
NANCING 
AND 
RESTRUC-
TURING 
‘‘SEC. 401. PURPOSES. 
‘‘The purposes of this title are— 
‘‘(1) to clarify and confirm the authority and 
facilities to restore liquidity and stability to domestic 
vehicle manufacturers in the United States; and
‘‘(2) to ensure that such authority and such fa-
cilities are used in a manner that— 
‘‘(A) results in a viable and competitive do-
mestic automobile industry that minimizes ad-
verse effects on the environment; 
‘‘(B) enhances the ability and the capacity 
of the domestic automobile industry to pursue 
the timely and aggressive production of energy- 
efficient advanced technology vehicles; 
‘‘(C) preserves and promotes the jobs of 
American workers employed directly by the do-
mestic automobile industry and in related in-
dustries; 
‘‘(D) safeguards the ability of the domestic 
automobile industry to provide retirement and 
health care benefits for the industry’s retirees 
and their dependents; and 
‘‘(E) stimulates manufacturing and sales 
of automobiles produced by automobile manu-
facturers in the United States. 
‘‘SEC. 402. PRESIDENTIAL DESIGNATION. 
‘‘(a) DESIGNATION.—The President shall designate 
one or more officers from the Executive Branch having 
appropriate expertise in such areas as economic stabiliza-
tion, financial aid to commerce and industry, financial re-
structuring, energy efficiency, and environmental protec-
tion (who shall hereinafter in this title be collectively re-
ferred to as the ‘President’s designee’) to carry out the 
purposes of this title, including the facilitation of restruc-
turing necessary to achieve the long-term financial viabil-
ity of domestic automobile manufacturers, who shall serve 
at the pleasure of the President. 
‘‘(b) ADDITIONAL PERSONS.—The President or the 
President’s designee may also employ, appoint, or contract 
with additional persons having such expertise as the Presi-
dent or the President’s designee believes will assist the 
Government in carrying out the purposes of this title. 
‘‘(c) PARTICIPATION
BY
OTHER
AGENCY
PER-
SONNEL.—Other Federal agencies may provide, at the re-
quest of the President’s designee, staff on detail from such 
agencies for purposes of carrying out this title. 
‘‘SEC. 403. BRIDGE FINANCING. 
‘‘(a) IN GENERAL.—The President’s designee shall 
authorize and direct the disbursement of bridge loans or 
enter into commitments for lines of credit to each auto-
mobile manufacturer that submitted a plan to the Con-
gress on December 2, 2008 (hereafter in this title referred 
to as an ‘eligible automobile manufacturer’), and has sub-
mitted a request for such loan or commitment. Nothing 
in this section shall preclude the President’s designee from
authorizing and directing the disbursement of bridge loans 
or entering into commitments for lines of credit to other 
entities. 
‘‘(b) AMOUNT OF ASSISTANCE.—The President’s des-
ignee shall authorize bridge loans or commitments for 
lines of credit to each eligible automobile manufacturer in 
an amount that is intended to facilitate the continued op-
erations of the eligible automobile manufacturer and to 
prevent the failure of the eligible automobile manufac-
turer, consistent with the plan submitted on December 2, 
2008, and subject to available funds. 
‘‘SEC. 404. RESTRUCTURING PROGRESS ASSESSMENT. 
‘‘(a) ESTABLISHMENT OF MEASURES FOR ASSESSING 
PROGRESS.—Not later than February 1, 2009, the Presi-
dent’s designee shall determine appropriate measures for 
assessing the progress of each eligible automobile manu-
facturer toward transforming the plan submitted by such 
manufacturer to the Congress on December 2, 2008, into 
the restructuring plan to be submitted under section 
405(b). 
‘‘(b) EVALUATION OF PROGRESS ON BASIS OF RE-
STRUCTURING PROGRESS ASSESSMENT MEASURES.— 
‘‘(1) IN
GENERAL.—The President’s designee 
shall evaluate the progress of each eligible auto-
mobile manufacturer toward the development of a
‘‘(B) INTERESTED
PARTIES.—For pur-
poses of this section, the term ‘interested party’ 
shall be construed broadly so as to include all 
persons who have a direct financial interest in 
a particular automobile manufacturer, includ-
ing— 
‘‘(i) employees and retirees of the eli-
gible automobile manufacturer; 
‘‘(ii) trade unions; 
‘‘(iii) creditors; 
‘‘(iv) suppliers; 
‘‘(v) automobile dealers; and 
‘‘(vi) shareholders. 
‘‘(2) ACTIONS
OF
THE
PRESIDENT’S
DES-
IGNEE.— 
‘‘(A) IN
GENERAL.—For the purpose of 
achieving a negotiated plan, the President’s 
designee may convene, chair, and conduct for-
mal and informal meetings, discussions, and 
consultations, as appropriate, with interested 
parties of an eligible automobile manufacturer. 
‘‘(B) CLARIFICATION.—The Federal Advi-
sory Committee Act shall not apply with respect 
to any of the activities conducted or taken by 
the President’s designee pursuant to this title.
‘‘(b) RESTRUCTURING PLAN.—Not later than March 
31, 2009, each eligible automobile manufacturer shall sub-
mit to the President’s designee a restructuring plan to 
achieve and sustain the long-term viability, international 
competitiveness, and energy efficiency of the eligible auto-
mobile manufacturer (in this title referred to as the ‘re-
structuring plan’) in accordance with this section. The 
President’s designee shall approve the restructuring plan 
if the President’s designee determines that the plan will 
result in— 
‘‘(1) the repayment of all Government-provided 
financing, consistent with the terms specified in sec-
tion 408, or otherwise agreed to; 
‘‘(2) the ability— 
‘‘(A) to comply with applicable fuel effi-
ciency and emissions requirements; 
‘‘(B) to commence domestic manufacturing 
of advanced technology vehicles, as described in 
section 136 of the Energy Independence and 
Security Act of 2007 (Public Law 110–140; 42 
U.S.C. 17013); and 
‘‘(C) to produce new and existing products 
and capacity; 
‘‘(3) the achievement of a positive net present 
value, using reasonable assumptions and taking into
account all existing and projected future costs, in-
cluding repayment of any financial assistance pro-
vided pursuant to this title; 
‘‘(4) the ability to rationalize costs, capitaliza-
tion, and capacity with respect to the manufacturing 
workforce, suppliers, and dealerships of the eligible 
automobile manufacturer; 
‘‘(5) proposals to restructure existing debt, in-
cluding, where appropriate, the conversion of debt to 
equity, to improve the ability of the eligible auto-
mobile manufacturer to raise private capital; and 
‘‘(6) a product mix and cost structure that is 
competitive in the marketplace. 
‘‘(c) EXTENSION
OF
NEGOTIATIONS
AND
PLAN 
DEADLINE.—Notwithstanding the time limitations in sub-
section (b), the President’s designee, upon making a deter-
mination that the interested parties are negotiating in 
good faith, are making significant progress, and that an 
additional period of time would likely facilitate agreement 
on a negotiated plan, and upon notification of the Con-
gress, may extend for not longer than 30 additional days 
the negotiation period under subsection (b). 
‘‘SEC. 406. FINANCING FOR RESTRUCTURING. 
‘‘Upon approval by the President’s designee of a re-
structuring plan, the President’s designee may provide fi-
nancial assistance to an eligible automobile manufacturer 
to implement the restructuring plan. 
‘‘SEC. 407. DISAPPROVAL AND CALL OF LOAN. 
‘‘If the President’s designee has not approved the re-
structuring plan at the expiration of the period provided 
in section 405 for submission and approval of the restruc-
turing plan, the President’s designee shall call the loan 
or cancel the commitment within 30 days, unless a re-
structuring plan is approved within that period. 
‘‘SEC. 408. TERMS AND CONDITIONS. 
‘‘(a) DURATION.—The duration of any loan made 
under this title shall be 7 years, or such period as the 
President’s designee may determine with respect to such 
loan. 
‘‘(b) NO PREPAYMENT PENALTY.—A loan made 
under this title shall be prepayable without penalty at any 
time. 
‘‘(c) INFORMATION ACCESS.—As a condition for the 
receipt of any financial assistance made under this title, 
an eligible automobile manufacturer shall agree— 
‘‘(1) to allow the President’s designee to exam-
ine any books, papers, records, or other data of the 
eligible automobile manufacturer, and those of any 
subsidiary, affiliate, or entity holding an ownership 
interest of 50 percent or more of such automobile
manufacturer, that may be relevant to the financial 
assistance, including compliance with the terms of a 
loan or any conditions imposed under this title; and 
‘‘(2) to provide in a timely manner any infor-
mation requested by the President’s designee, in-
cluding requiring any officer or employee of the eli-
gible automobile manufacturer, any subsidiary, affil-
iate, or entity referred to in paragraph (1) with re-
spect to such manufacturer, or any person having 
possession, custody, or care of the reports and 
records required under paragraph (1), to appear be-
fore the President’s designee at a time and place re-
quested and to provide such books, papers, records, 
or other data, as requested, as may be relevant or 
material. 
‘‘(d) OVERSIGHT OF TRANSACTIONS AND FINANCIAL 
CONDITION.— 
‘‘(1) DUTY TO INFORM.—During the period in 
which any loan extended under this title remains 
outstanding, the eligible automobile manufacturer 
which received such loan shall promptly inform the 
President’s designee of— 
‘‘(A) any asset sale, investment, contract, 
commitment, or other transaction proposed to 
be entered into by such eligible automobile
manufacturer that has a value in excess of 
$100,000,000; and 
‘‘(B) any other material change in the fi-
nancial condition of such eligible automobile 
manufacturer. 
‘‘(2) AUTHORITY
OF
THE
PRESIDENT’S
DES-
IGNEE.—During the period in which any loan ex-
tended under this title remains outstanding, the 
President’s designee may— 
‘‘(A) review any asset sale, investment, 
contract, commitment, or other transaction de-
scribed in paragraph (1); and 
‘‘(B) prohibit the eligible automobile man-
ufacturer which received the loan from consum-
mating any such proposed sale, investment, 
contract, commitment, or other transaction, if 
the President’s designee determines that con-
summation of such transaction would be incon-
sistent with or detrimental to the long-term via-
bility of the eligible automobile manufacturer. 
‘‘(3) PROCEDURES.—The President’s designee 
may establish procedures for conducting any review 
under this subsection.
‘‘(e) CONSEQUENCES FOR FAILURE TO COMPLY.— 
The terms of any financial assistance made under this title 
shall provide that if— 
‘‘(1) an evaluation by the President’s designee 
under section 404(b) demonstrates that the eligible 
automobile manufacturer which received the finan-
cial assistance has failed to make adequate progress 
towards meeting the restructuring progress assess-
ment measures established by the President’s des-
ignee under section 404(a) with respect to such re-
cipient; 
‘‘(2) after March 31, 2009, the eligible auto-
mobile manufacturer which received the financial as-
sistance fails to submit an acceptable restructuring 
plan under section 405(b), or fails to comply with 
any conditions or requirement applicable under this 
title or applicable fuel efficiency and emissions re-
quirements; or 
‘‘(3) after a restructuring plan of an eligible 
automobile manufacturer has been approved by the 
President’s designee, the auto manufacturer fails to 
make adequate progress in the implementation of 
the plan, as determined by the President’s designee, 
the repayment of any loan may be accelerated to such ear-
lier date or dates as the President’s designee may deter-
mine and any other financial assistance may be cancelled 
by the President’s designee. 
‘‘SEC. 409. TAXPAYER PROTECTION. 
‘‘(a) WARRANTS.— 
‘‘(1) IN
GENERAL.—The President’s designee 
may not provide any loan under this title, unless the 
President’s designee, or such department or agency 
as is designated for such purpose by the President, 
receives from the eligible automobile manufacturer— 
‘‘(A) in the case of an eligible automobile 
manufacturer, the securities of which are traded 
on a national securities exchange, a warrant 
giving the right to the President’s designee to 
receive nonvoting common stock or preferred 
stock in such eligible automobile manufacturer, 
or voting stock, with respect to which the Presi-
dent’s designee agrees not to exercise voting 
power, whichever the President’s designee de-
termines appropriate; or 
‘‘(B) in the case of an eligible automobile 
manufacturer other than one described in sub-
paragraph (A), a warrant for common or pre-
ferred stock, or an instrument that is the eco-
nomic equivalent (as determined by the Presi-
dent’s designee) of such a warrant in the hold-
ing company of the eligible automobile manu-
facturer, or any company that controls a major-
ity stake in the eligible automobile manufac-
turer, whichever the President’s designee deter-
mines appropriate. 
‘‘(2) AMOUNT.— 
‘‘(A) IN GENERAL.—The warrants or in-
struments described in paragraph (1) shall have 
a value equal to 20 percent of the aggregate 
amount of all loans provided to the eligible 
automobile manufacturer under this title. Such 
warrants or instruments shall entitle the Gov-
ernment to purchase— 
‘‘(i) nonvoting common stock, up to a 
maximum amount of 20 percent of the 
issued and outstanding common stock of— 
‘‘(I) the eligible automobile man-
ufacturer; or 
‘‘(II) in the case of an eligible 
automobile manufacturer, the securi-
ties of which are not traded on a na-
tional securities exchange, a holding 
company or company that controls a 
majority of the stock thereof (in this
section referred to as the ‘warrant 
common’); and 
‘‘(ii) preferred stock having an aggre-
gate liquidation preference equal to 20 per-
cent of such aggregate loan amount, less 
the value of common stock available for 
purchase under the warrant common (in 
this section referred to as the ‘warrant 
preferred’). 
‘‘(B) COMMON STOCK WARRANT PRICE.— 
The exercise price on a warrant or instrument 
described in paragraph (1) shall be— 
‘‘(i) the 15-day trailing average, as of 
the day before the date on which any com-
mitment to provide a loan was entered 
into, of the market price of the common 
stock of the eligible automobile manufac-
turer which received any loan under this 
title; or 
‘‘(ii) in the case of an eligible auto-
mobile manufacturer, the securities of 
which are not traded on a national securi-
ties exchange, the economic equivalent of 
the market price described in clause (i), as 
determined by the President’s designee.
‘‘(C) TERMS OF PREFERRED STOCK WAR-
RANT.— 
‘‘(i) IN GENERAL.—The initial exer-
cise price for the preferred stock warrant 
shall be $0.01 per share or such greater 
amount as the corporate charter may re-
quire as the par value per share of the 
warrant preferred. The Government shall 
have the right to immediately exercise the 
warrants. 
‘‘(ii) 
REDEMPTION.—The 
warrant 
preferred may be redeemed at any time 
after exercise of the preferred stock war-
rant at 100 percent of its issue price, plus 
any accrued and unpaid dividends. 
‘‘(iii) OTHER
TERMS
AND
CONDI-
TIONS.—Other terms and conditions of the 
warrant preferred shall be determined by 
the President’s designee to protect the in-
terests of taxpayers. 
‘‘(3) APPLICATION OF OTHER PROVISIONS OF 
LAW.—Except as otherwise provided in this section, 
the requirements for the purchase of warrants under 
section 113(d)(2) of the Emergency Economic Sta-
bilization Act of 2008 (division A of Public Law
110–343) shall apply to any warrant or instrument 
described 
in 
paragraph 
(1), 
including 
the 
antidilution protection provisions therein. 
‘‘(b) EXECUTIVE COMPENSATION AND CORPORATE 
GOVERNANCE.— 
‘‘(1) IN GENERAL.—During the period in which 
any financial assistance under this title remains out-
standing, the eligible automobile manufacturer which 
received such assistance shall be subject to— 
‘‘(A) the standards established by the 
President’s designee under paragraph (2); and 
‘‘(B) the provisions of section 162(m)(5) of 
the Internal Revenue Code of 1986, as applica-
ble. 
‘‘(2) STANDARDS REQUIRED.—The President’s 
designee shall require any eligible automobile manu-
facturer which received any financial assistance 
under this title to meet appropriate standards for 
executive compensation and corporate governance. 
‘‘(3) SPECIFIC REQUIREMENTS.—The standards 
established under paragraph (2) shall include— 
‘‘(A) limits on compensation that exclude 
incentives for senior executive officers of an eli-
gible automobile manufacturer which received 
assistance under this title to take unnecessary
and excessive risks that threaten the value of 
such manufacturer during the period that the 
loan is outstanding; 
‘‘(B) a provision for the recovery by such 
automobile manufacturer of any bonus or incen-
tive compensation paid to a senior executive of-
ficer based on statements of earnings, gains, or 
other criteria that are later found to be materi-
ally inaccurate; 
‘‘(C) a prohibition on such automobile 
manufacturer making any golden parachute 
payment to a senior executive officer during the 
period that the loan is outstanding; 
‘‘(D) a prohibition on such automobile 
manufacturer paying or accruing any bonus or 
incentive compensation during the period that 
the loan is outstanding to the 25 most highly- 
compensated employees; and 
‘‘(E) a prohibition on any compensation 
plan that would encourage manipulation of such 
automobile manufacturer’s reported earnings to 
enhance the compensation of any of its employ-
ees. 
‘‘(4) DIVESTITURE.—During the period in 
which any financial assistance provided under this
title to any eligible automobile manufacturer is out-
standing, the eligible automobile manufacturer may 
not own or lease any private passenger aircraft, or 
have any interest in such aircraft, except that such 
eligible automobile manufacturer shall not be treated 
as being in violation of this provision with respect to 
any aircraft or interest in any aircraft that was 
owned or held by the manufacturer immediately be-
fore receiving such assistance, as long as the recipi-
ent demonstrates to the satisfaction of the Presi-
dent’s designee that all reasonable steps are being 
taken to sell or divest such aircraft or interest. 
‘‘(5) DEFINITIONS.—For purposes of this sub-
section, the following definitions shall apply: 
‘‘(A) SENIOR EXECUTIVE OFFICER.—The 
term ‘senior executive officer’ means an indi-
vidual who is one of the top five most highly 
paid executives of a public company, whose 
compensation is required to be disclosed pursu-
ant to the Securities Exchange Act of 1934, 
and any regulations issued thereunder, and 
non-public company counterparts. 
‘‘(B) GOLDEN
PARACHUTE
PAYMENT.— 
The term ‘golden parachute payment’ means 
any payment to a senior executive officer for
departure from a company for any reason, ex-
cept for payments for services performed or 
benefits accrued. 
‘‘(c) PROHIBITION ON PAYMENT OF DIVIDENDS.— 
Except with respect to obligations owed pursuant to law 
to any nonaffiliated party or any existing contract with 
any nonaffiliated party in effect as of December 2, 2008, 
no dividends or distributions of any kind, or the economic 
equivalent thereof (as determined by the President’s des-
ignee), may be paid by any eligible automobile manufac-
turer which receives financial assistance under this title, 
or any holding company or company that controls a major-
ity stake in the eligible automobile manufacturer, while 
such financial assistance is outstanding. 
‘‘(d) OTHER INTERESTS SUBORDINATED.— 
‘‘(1) IN GENERAL.—In the case of an eligible 
automobile manufacturer which received a loan 
under this title, to the extent permitted by the terms 
of any existing vested legal rights and the Constitu-
tion, any other obligation of such eligible automobile 
manufacturer shall be subordinate to such loan, and 
such loan shall be senior and prior to all obligations, 
liabilities, and debts of the eligible automobile manu-
facturer, and such eligible automobile manufacturer 
shall provide to the Government, all available secu-
rity and collateral against which the loans under this 
title shall be secured. 
‘‘(2) APPLICABILITY
IN
CERTAIN
CASES.—In 
the case of an eligible automobile manufacturer re-
ferred to in paragraph (1), the securities of which 
are not traded on a national securities exchange, a 
loan under this title to the eligible automobile manu-
facturer shall— 
‘‘(A) be treated as a loan to any holding 
company of, or company that controls a major-
ity stake in, the eligible automobile manufac-
turer; and 
‘‘(B) be senior and prior to all obligations, 
liabilities, and debts of any such holding com-
pany or company that controls a majority stake 
in the eligible automobile manufacturer. 
‘‘(e) ADDITIONAL TAXPAYER PROTECTIONS.— 
‘‘(1) DISCHARGE.—A discharge under title 11, 
United States Code, shall not discharge an eligible 
automobile manufacturer, or any successor in inter-
est thereto, from any debt for financial assistance 
received pursuant to this title. 
‘‘(2) EXEMPTION.—Any financial assistance 
provided to an eligible automobile manufacturer 
under this title shall be exempt from the automatic
stay established by section 362 of title 11, United 
States Code. 
‘‘(3) INTERESTED
PARTIES.—Notwithstanding 
any provision of title 11, United States Code, any 
interest in property or equity rights of the United 
States arising from financial assistance provided to 
an eligible automobile manufacturer under this title 
shall remain unaffected by any plan of reorganiza-
tion, except as the United States may agree to in 
writing. 
‘‘SEC. 410. OVERSIGHT AND AUDITS. 
‘‘(a) COMPTROLLER GENERAL OVERSIGHT.— 
‘‘(1) SCOPE OF OVERSIGHT.—The Comptroller 
General of the United States shall conduct ongoing 
oversight of the activities and performance of the 
President’s designee. 
‘‘(2) CONDUCT AND ADMINISTRATION OF OVER-
SIGHT.— 
‘‘(A) GAO PRESENCE.—The President’s 
designee shall provide to the Comptroller Gen-
eral appropriate space and facilities for pur-
poses of this subsection. 
‘‘(B) ACCESS TO RECORDS.—To the extent 
otherwise consistent with law, the Comptroller 
General shall have access, upon request, to any
information, data, schedules, books, accounts, 
financial records, reports, files, electronic com-
munications, or other papers, things, or prop-
erty belonging to or in use by the President’s 
designee, at such reasonable time as the Comp-
troller General may request. The Comptroller 
General shall be afforded full facilities for 
verifying transactions with the balances or secu-
rities held by depositaries, fiscal agents, and 
custodians. The Comptroller General may make 
and retain copies of such books, accounts, and 
other records as the Comptroller General deems 
appropriate. 
‘‘(3) REPORTING.—The Comptroller General 
shall submit reports of findings under this section to 
Congress, regularly and not less frequently than 
once every 60 days. The Comptroller General may 
also submit special reports under this subsection, as 
warranted by the findings of its oversight activities. 
‘‘(b) SPECIAL INSPECTOR GENERAL.—It shall be the 
duty of the Special Inspector General established under 
section 121 of Public Law 110–343 to conduct, supervise, 
and coordinate audits and investigations of the President’s 
designee in addition to the duties of the Special Inspector 
General under such section and for such purposes. The
Special Inspector General shall also have the duties, re-
sponsibilities, and authorities of inspectors general under 
the Inspector General Act of 1978, including section 6 of 
such Act. In the event that the Office of the Special In-
spector General is terminated, the Inspector General of 
the Department of the Treasury shall assume the respon-
sibilities of the Special Inspector General under this sub-
section. 
‘‘(c) ACCESS
TO
RECORDS
OF
BORROWERS
BY 
GAO.—Notwithstanding any other provision of law, dur-
ing the period in which any financial assistance provided 
under this title is outstanding, the Comptroller General 
of the United States shall have access, upon request, to 
any information, data, schedules, books, accounts, finan-
cial records, reports, files, electronic communications, or 
other papers, things, or property belonging to or in use 
by the eligible automobile manufacturer, and any sub-
sidiary, affiliate, or entity holding an ownership interest 
of 50 percent or more of such eligible automobile manufac-
turer (collectively referred to in this section as ‘related en-
tities’), and to any officer, director, or other agent or rep-
resentative of the eligible automobile manufacturer and its 
related entities, at such reasonable times as the Comp-
troller General may request. The Comptroller General may
make and retain copies of such books, accounts, and other 
records as the Comptroller General deems appropriate. 
‘‘SEC. 411. REPORTING AND MONITORING. 
‘‘(a) REPORTING ON CONSUMMATION OF LOANS.— 
The President’s designee shall submit a report to the Con-
gress on each bridge loan made under this title not later 
than 5 days after the date of the consummation of such 
loan. 
‘‘(b) REPORTING ON RESTRUCTURING PROGRESS AS-
SESSMENT MEASURES.—The President’s designee shall 
submit a report to the Congress on the restructuring 
progress assessment measures established for each manu-
facturer under section 404(a) not later than 10 days after 
establishing the restructuring progress assessment meas-
ures. 
‘‘(c) REPORTING
ON
EVALUATIONS.—The Presi-
dent’s designee shall submit a report to the Congress con-
taining the detailed findings and conclusions of the Presi-
dent’s designee in connection with the evaluation of an eli-
gible automobile manufacturer under section 404(b). 
‘‘(d) REPORTING ON CONSEQUENCES FOR FAILURE 
TO COMPLY.—The President’s designee shall submit a re-
port to the Congress on the exercise of a right under sec-
tion 408(e) to accelerate indebtedness of an eligible auto-
mobile manufacturer under this title or to cancel any other
financial assistance provided to such eligible automobile 
manufacturer, and the facts and circumstances on which 
such exercise was based, before the end of the 10-day pe-
riod beginning on the date of the exercise of the right. 
‘‘(e) MONITORING.—The President’s designee shall 
monitor the use of loan funds received by eligible auto-
mobile manufacturers under this title, and shall report to 
Congress once every 90 days (beginning 30 days after the 
date of enactment of this title) on the progress of the abil-
ity of the recipient of the loan to continue operations and 
proceed with restructuring processes that restore the fi-
nancial viability of the recipient and promote environ-
mental sustainability. 
‘‘SEC. 412. REPORT TO CONGRESS ON LACK OF PROGRESS 
TOWARD ACHIEVING AN ACCEPTABLE NEGO-
TIATED PLAN. 
‘‘(a) AUTHORITY TO FACILITATE
A NEGOTIATED 
PLAN.—At any such time as the President’s designee de-
termines that action is necessary to avoid disruption to 
the economy or to achieve a negotiated plan, the Presi-
dent’s designee shall submit to Congress a report outlining 
any additional powers and authorities necessary to facili-
tate the completion of a negotiated plan required under 
section 405.
‘‘(b) IMPEDIMENTS
TO
ACHIEVING
NEGOTIATED 
PLANS.—If the President’s designee determines, on the 
basis of an evaluation by the President’s designee of the 
progress being made by an eligible automobile manufac-
turer toward meeting the restructuring progress assess-
ment measures established under section 404, that ade-
quate progress is not being made toward achieving a nego-
tiated plan by March 31, 2009, the President’s designee 
shall submit to Congress a report detailing the impedi-
ments to achievement of a negotiated plan by the eligible 
automobile manufacturer. 
‘‘SEC. 413. SUBMISSION OF PLAN TO CONGRESS BY THE 
PRESIDENT’S DESIGNEE. 
‘‘Upon submission of a report pursuant to section 
412(b), the President’s designee shall provide to Congress 
a plan that represents the judgement of the President’s 
designee as to the steps necessary to achieve the long-term 
viability, international competitiveness, and energy effi-
ciency of the eligible automobile manufacturer, consistent 
with the factors set forth in section 405(b), including 
through a negotiated plan, a plan to be implemented by 
legislation, or a reorganization pursuant to chapter 11 of 
title 11, United States Code.
‘‘SEC. 414. COORDINATION WITH OTHER LAWS. 
‘‘(a) IN GENERAL.—No provision of this title may be 
construed as altering, affecting, or superseding— 
‘‘(1) the provisions of section 129 of division A 
of the Consolidated Security, Disaster Assistance, 
and Continuing Appropriations Act, 2009, relating 
to funding for the manufacture of advanced tech-
nology vehicles; 
‘‘(2) any existing authority to provide financial 
assistance or liquidity for purposes of the day-to-day 
operations in the ordinary course of business or re-
search and development. 
‘‘(b) ANTITRUST PROVISIONS.— 
‘‘(1) IN GENERAL.—Subject to paragraphs (2) 
and (4), the antitrust laws shall not apply to meet-
ings, discussions, or consultations among an eligible 
automobile manufacturer and its interested parties 
for the purpose of achieving a negotiated plan pur-
suant to section 405(a)(2). 
‘‘(2) EXCLUSIONS.—Paragraph (1) shall not 
apply with respect to price-fixing, allocating a mar-
ket between competitors, monopolizing (or attempt-
ing to monopolize) a market, or boycotting. 
‘‘(3) ANTITRUST AGENCY PARTICIPATION.—The 
Attorney General of the United States and the Fed-
eral Trade Commission shall, to the extent prac-
ticable, receive reasonable advance notice of, and be 
permitted to participate in, each meeting, discussion, 
or consultation described in paragraph (1). 
‘‘(4) PRESERVATION
OF
ENFORCEMENT
AU-
THORITY.—Paragraph (1) shall not be construed to 
preclude the Attorney General of the United States 
or the Federal Trade Commission from bringing an 
enforcement action under the antitrust laws for in-
junctive relief. 
‘‘(5) SUNSET.—Paragraph (1) shall apply only 
with respect to meetings, discussions, or consulta-
tions that occur within the 3-year period beginning 
on the date of the enactment of this title. 
‘‘(6) DEFINITION.—For purposes of this sub-
section, the term ‘antitrust laws’— 
‘‘(A) has the same meaning as in sub-
section (a) of the first section of the Clayton 
Act (15 U.S.C. 12(a)), except that such term 
includes section 5 of the Federal Trade Com-
mission Act (15 U.S.C. 45), to the extent that 
such section 5 applies to unfair methods of 
competition; and 
‘‘(B) includes any provision of State law 
that is similar to the laws referred to in sub-
paragraph (A).
‘‘SEC. 415. TREATMENT OF RESTRUCTURING FOR PUR-
POSES OF APPLYING LIMITATIONS ON NET 
OPERATING 
LOSS 
CARRYFORWARDS 
AND 
CERTAIN BUILT-IN LOSSES. 
‘‘Section 382 of the Internal Revenue Code of 1986 
shall not apply in the case of an ownership change result-
ing from this title or pursuant to a restructuring plan ap-
proved under this title. 
‘‘SEC. 416. CLARIFICATION OF AVAILABILITY OF FINANCIAL 
SUPPORT FOR FINANCING ARMS. 
‘‘The authority of the President’s designee to provide 
assistance to any eligible automobile manufacturer in-
cludes the authority to provide support to finance com-
pany affiliates of the manufacturer to ensure that such 
affiliates have the necessary resources to continue to pro-
vide needed credit, including through dealer and other fi-
nancing of consumer and business auto and other vehicle 
loans and dealer floor plan loans.’’. 
TITLE IV—CLARIFICATION OF 
AUTHORITY 
SEC. 401. CONSUMER LOANS. 
Title I of the Emergency Economic Stabilization Act 
of 2008 (12 U.S.C. 5211 et seq.) is amended by adding 
at the end the following new section:
‘‘SEC. 137. CLARIFICATION OF AUTHORITY REGARDING 
CONSUMER LOANS. 
‘‘The authority of the Secretary to take any action 
under this title includes the authority to establish or sup-
port facilities to support the availability of consumer 
loans, including loans for autos and other vehicles and stu-
dent loans, including through purchase of asset-backed se-
curities, directly or through the Board or any Federal re-
serve bank. In determining which classes of consumer 
loans to support, the Secretary may consider the applica-
ble regulatory structure and level of consumer protection 
afforded to such loans.’’. 
SEC. 402. MUNICIPAL SECURITIES. 
Section 101 of the Emergency Economic Stabilization 
Act of 2008 (12 U.S.C. 5211) is amended by inserting 
after subsection (g) (as added by section 110 of this Act) 
the following new subsection: 
‘‘(h) CLARIFICATION
OF AUTHORITY REGARDING 
MUNICIPAL SECURITIES.— 
‘‘(1) CLARIFICATION.—The authority of the 
Secretary to take any action under this title includes 
the authority to provide support to State and local 
governments, and other issuers of municipal securi-
ties, which are having difficulty accessing appro-
priate financing in the capital markets. Such sup-
port includes the direct purchase of municipal secu-
rities and providing credit enhancement in connec-
tion with municipal securities whose purchase is fi-
nanced under any facility provided by the Board or 
any Federal reserve bank. 
‘‘(2) DEFINITION.—For purposes of this sub-
section, the term ‘municipal security’ has the mean-
ing given the term ‘State or local bond’ in section 
103(c) of the Internal Revenue Code of 1986 (26 
U.S.C. 103(c)) and the regulations issued there-
under or any other entity eligible to issue bonds the 
interest on which is excludable from gross income 
for Federal income tax purposes.’’. 
SEC. 403. COMMERCIAL REAL ESTATE LOANS. 
Title I of the Emergency Economic Stabilization Act 
of 2008 (12 U.S.C. 5211 et seq.) is amended by adding 
after section 137 (as added by section 401 of this title) 
the following new section: 
‘‘SEC. 138. CLARIFICATION OF AUTHORITY REGARDING 
COMMERCIAL REAL ESTATE LOANS. 
‘‘The authority of the Secretary to take any action 
under this title includes the authority to establish or sup-
port facilities to support the availability of commercial real 
estate loans, including loans for multifamily housing, in-
cluding through purchase of asset-backed securities, di-
rectly or through the Board of Governors of the Federal 
Reserve System or any Federal reserve bank.’’. 
SEC. 404. SMALL BUSINESS LOANS. 
Title I of the Emergency Economic Stabilization Act 
of 2008 (12 U.S.C. 5211 et seq.) is amended by adding 
after section 138 (as added by section 403 of this title) 
the following new section: 
‘‘SEC. 139. CLARIFICATION OF AUTHORITY REGARDING 
SMALL BUSINESS LOANS. 
‘‘The authority of the Secretary to take any action 
under this title includes the authority to establish or sup-
port facilities to support the availability of small business 
loans, including farm loans, loans to minority and dis-
advantaged businesses, debtor-in-possession financing, 
dealer floor plan financing, and any other small business 
loans, including through purchase of asset-backed securi-
ties, directly or through the Board or any Federal reserve 
bank.’’. 
SEC. 405. COMMERCIAL LOANS. 
Title I of the Emergency Economic Stabilization Act 
of 2008 (12 U.S.C. 5211 et seq.) is amended by adding 
after section 139 (as added by section 404 of this title) 
the following new section:
‘‘SEC. 140. CLARIFICATION OF AUTHORITY REGARDING 
COMMERCIAL LOANS. 
‘‘The authority of the Secretary to take any action 
under this title includes the authority to establish or sup-
port facilities to support the availability of commercial 
loans, including through purchase of asset-backed securi-
ties, directly or through the Board or any Federal reserve 
bank.’’. 
SEC. 406. AUTOMOBILE FLEET PURCHASE LOANS. 
Title I of the Emergency Economic Stabilization Act 
of 2008 (12 U.S.C. 5211 et seq.) is amended by adding 
after section 140 (as added by section 405 of this title) 
the following new section: 
‘‘SEC. 141. CLARIFICATION OF AUTHORITY REGARDING 
AUTOMOBILE FLEET PURCHASE LOANS. 
‘‘The authority of the Secretary to take any action 
under this title includes the authority to establish or sup-
port facilities to support the availability of automobile fleet 
purchase loans, including loans for the automobile rental 
industry and other fleet purchasers, including through 
purchase of asset-backed securities, directly or through 
the Board or any Federal reserve bank.’’. 
SEC. 407. CERTIFICATION. 
Subsection (a) of section 105 of the Emergency Eco-
nomic Stabilization Act of 2008 (12 U.S.C. 5215(a)) is 
amended—
(1) in paragraph (2), by striking ‘‘and’’ at the 
end; 
(2) in paragraph (3), by striking the period at 
the end and inserting ‘‘; and’’; and 
(3) by adding at the end the following new 
paragraph: 
‘‘(4) the use of the authority for the purposes 
specified in the amendments made by title IV of the 
TARP Reform and Accountability Act of 2009.’’. 
TITLE 
V—HOPE 
FOR 
HOME-
OWNERS PROGRAM IMPROVE-
MENTS 
SEC. 501. CHANGES TO HOPE FOR HOMEOWNERS PRO-
GRAM. 
Section 257 of the National Housing Act (12 U.S.C. 
1715z–23) is amended— 
(1) in subsection (e)— 
(A) by striking paragraph (1); 
(B) in paragraph (2)(B), by striking ‘‘90 
percent’’ and inserting ‘‘93 percent’’; 
(C) by striking paragraph (7); 
(D) in paragraph (9), by striking ‘‘by pro-
curing’’ and all that follows through ‘‘by any 
other method’’; and
mortgage or that the collection of such premiums is 
discontinued at some time during the term of the 
mortgage, in a manner that is consistent with poli-
cies for such reduction or discontinuation of annual 
premiums charged for mortgages in accordance with 
section 203(c).’’; 
(4) in subsection (k)— 
(A) by striking the subsection heading and 
inserting ‘‘EXIT FEE’’; 
(B) in paragraph (1), in the matter pre-
ceding subparagraph (A), by striking ‘‘such sale 
or refinancing’’ and inserting ‘‘the mortgage 
being insured under this section’’; and 
(C) by striking paragraph (2); 
(5) in subsection (s)(3)(A)(ii), by striking ‘‘sub-
section (e)(1)(B) and such other’’ and inserting 
‘‘such’’; 
(6) in subsection (v), by inserting after the pe-
riod at the end the following: ‘‘The Board shall con-
form documents, forms, and procedures for mort-
gages insured under this section to those in place for 
mortgages insured under section 203(b) to the max-
imum extent possible consistent with the require-
ments of this section.’’;
(7) 
in 
subsection 
(w)(1)(C), 
by 
striking 
‘‘(e)(4)(A)’’ and inserting ‘‘(e)(3)(A)’’; and 
(8) by adding at the end the following new sub-
section: 
‘‘(x) PAYMENT TO EXISTING LOAN SERVICER.—The 
Board may establish a payment to the servicer of the exist-
ing senior mortgage for every loan insured under the 
HOPE for Homeowners Program.’’. 
TITLE VI—HOME BUYER 
STIMULUS 
SEC. 601. HOME BUYER STIMULUS PROGRAM. 
(a) IN GENERAL.—The Secretary of the Treasury (in 
this title referred to as the ‘‘Secretary’’) shall establish 
and implement, within 60 days of the date of the enact-
ment of the TARP Reform and Accountability Act of 
2009, a program to stimulate demand for home purchases 
and reduce unsold inventories of residential properties, by 
providing mechanisms to ensure the availability of afford-
able, below-market interest rates on mortgages made for 
the purchase, by qualified home buyers, of 1- to 4-family 
residential properties. 
(b) IMPLEMENTATION.—The Secretary shall execute 
the program under this section using the authority to pur-
chase obligations and other securities issued by the Fed-
eral National Mortgage Association, the Federal Home
Loan Mortgage Corporation, and the Federal Home Loan 
Banks made available by the Housing and Economic Re-
covery Act of 2008 and such other authority as the Sec-
retary may have (other than that provided by title I of 
the Emergency Economic Stabilization Act of 2008) to 
make affordable, below-market interest rates available di-
rectly through portfolio lenders. 
(c) AVAILABILITY OF AFFORDABLE LOANS UNDER 
HOPE FOR HOMEOWNERS PROGRAM.—The Secretary, in 
consultation with the Secretary of Housing and Urban De-
velopment, shall ensure that the affordable, below-market 
interest rates made available through the program under 
this section are made available in connection with mort-
gages made for refinancing eligible mortgages, as such 
term is defined in section 257 of the National Housing 
Act (12 U.S.C. 1715z–23), to be insured under the HOPE 
for Homeowners Program under such section. 
(d) TARGETING FOR HOUSING DISASTER AREAS.— 
(1) IN GENERAL.—In carrying out the program 
under this section, the Secretary shall take into con-
sideration impact of activities under the program on 
housing disaster areas. 
(2) REPORT.—Not later than 60 days after the 
Secretary first has authority to purchase troubled 
assets pursuant to section 115(a)(3) of the Emer-
gency Economic Stabilization Act of 2008 (12 
U.S.C. 5225(a)(3)), the Secretary shall— 
(A) evaluate the impact of existing Federal 
foreclosure prevention activities on housing dis-
aster areas; 
(B) make a determination of whether the 
foreclosure rates and anticipated default rates 
in such areas have been adequately reduced; 
and 
(C) submit a report to the Congress that 
describes the impact of such activities and the 
determination of the Secretary under subpara-
graph (B). 
(3) ALTERNATIVE
PROPOSALS.— If the Sec-
retary determines that the foreclosure rates and an-
ticipated default rates in housing disaster areas have 
not been adequately reduced, the Secretary shall— 
(A) consider carrying out alternative pro-
posals, including a proposal under which the 
Federal Government makes available affordable 
mortgages, including refinancings, through sub-
sidized financing or mortgage purchases; and 
(B) establish and carry out alternative pro-
grams as the Secretary considers necessary to 
ensure that foreclosure prevention efforts are
most effective in the areas of greatest need, in-
cluding housing disaster areas. 
(4) HOUSING DISASTER AREAS.—For purposes 
of this section, the term ‘‘housing disaster area’’ 
means a geographic area having both— 
(A) a high foreclosure rate during the 12 
months preceding the date of the enactment of 
this Act, as measured by percentages of homes 
in or having gone through foreclosure during 
such period and compared to other areas; and 
(B) a substantial decline in home prices 
during the 12 months preceding the date of the 
enactment of this Act, as measured by the Of-
fice of Federal Housing Enterprise and Over-
sight and compared to other areas. 
TITLE VII—FDIC PROVISIONS 
SEC. 701. PERMANENT INCREASE IN DEPOSIT INSURANCE. 
(a) AMENDMENTS TO FEDERAL DEPOSIT INSURANCE 
ACT.—Section 11(a)(1) of the Federal Deposit Insurance 
Act (12 U.S.C. 1821(a)) is amended— 
(1) 
in 
paragraph 
(1)(E), 
by 
striking 
‘‘$100,000’’ and inserting ‘‘$250,000’’; 
(2) in paragraph (1)(F)(i), by striking ‘‘2010’’ 
and inserting ‘‘2015’’;
(3) in subclause (I) of paragraph (1)(F)(i), by 
striking ‘‘$100,000’’ and inserting ‘‘$250,000’’; 
(4) in subclause (II) of paragraph (1)(F)(i), by 
striking ‘‘the calendar year preceding the date this 
subparagraph takes effect under the Federal Deposit 
Insurance Reform Act of 2005’’ and inserting ‘‘cal-
endar year 2008’’; and 
(5) in paragraph (3)(A)(iii), by striking ‘‘, ex-
cept that $250,000 shall be substituted for $100,000 
wherever such term appears in such paragraph’’. 
(b) REPEAL OF EESA PROVISION.—Section 136 of 
the Emergency Economic Stabilization Act (Public Law 
110–343; 122 Stat. 3765) is hereby repealed. 
(c) AMENDMENT
TO
FEDERAL
CREDIT
UNION 
ACT.—Section 207(k) of the Federal Credit Union Act 
(12 U.S.C. 1787(k) is amended— 
(1) in paragraph (3)— 
(A) by striking the opening quotation mark 
before ‘‘$250,000’’; 
(B) by striking ‘‘, except that $250,000 
shall be substituted for $100,000 wherever such 
term appears in such section’’; and 
(C) by striking the closing quotation mark 
after the closing parenthesis; and
posit Insurance Fund arising from 
any action taken or assistance pro-
vided with respect to an insured de-
pository institution under clause (i) 
from 1 or more special assessments on 
insured depository institutions, deposi-
tory institution holding companies 
(with the concurrence of the Secretary 
of the Treasury with respect to hold-
ing companies), or both, as the Cor-
poration determines to be appropriate. 
‘‘(II) TREATMENT
OF
DEPOSI-
TORY INSTITUTION HOLDING COMPA-
NIES.—For purposes of this clause, 
sections 7(c)(2) and 18(h) shall apply 
to depository institution holding com-
panies as if they were insured deposi-
tory institutions. 
‘‘(III) REGULATIONS.—The Cor-
poration shall prescribe such regula-
tions as it deems necessary to imple-
ment this clause. In prescribing such 
regulations, defining terms, and set-
ting the appropriate assessment rate 
or rates, the Corporation shall con-
sider: the types of entities that benefit 
from any action taken or assistance 
provided under this subparagraph; 
economic conditions; the effects on the 
industry; and such other factors as 
the Corporation deems appropriate.’’. 
TITLE VIII—REPORTS ON THE 
GUARANTEE 
OF 
CERTAIN 
CITIGROUP ASSETS 
SEC. 801. REPORTS REQUIRED. 
(a) TREASURY REPORTS.—Not later than 30 days 
after the date of the enactment of this Act, the Secretary 
of the Treasury, in coordination with the Chairperson of 
the Board of Directors of the Federal Deposit Insurance 
Corporation, shall issue a report to the Committee on Fi-
nancial Services of the House of Representatives, the 
Committee on Banking of the Senate, and to the Comp-
troller General of the United States containing the fol-
lowing: 
(1) The authority under which the Citigroup 
guarantee and purchases were made. 
(2) A complete accounting of the specific loans, 
securities, and any other financial instruments in the 
asset pool covered by the Citigroup guarantee.
(b) GAO REPORT.—Not later than 60 days after the 
date the Secretary of the Treasury issues the report re-
quired by subsection (a), the Comptroller General of the 
United States shall issue a report to the Committee on 
Financial Services of the House of Representatives and 
the Committee on Banking of the Senate examining the 
probable long-term cost to the Federal Government of the 
Citigroup guarantee. 
(c) CITIGROUP GUARANTEE DEFINED.—For the pur-
pose of this section, the term ‘‘Citigroup guarantee’’ 
means the agreement announced November 23, 2008, be-
tween Citigroup and the Treasury and the Federal De-
posit Insurance Corporation to guarantee or purchase, 
partly through the use of funds authorized under the 
Emergency Economic Stabilization Act of 2008 (12 
U.S.C. 5201 et seq.), an asset pool of approximately $306 
billion of loans and securities backed by residential and 
commercial real estate and other such assets on 
Citigroup’s balance sheet. 
TITLE IX—GAO STUDY OF 
FINANCIAL CRISIS 
SEC. 901. STUDY REQUIRED. 
The Comptroller General of the United States shall— 
(1) conduct an in-depth study of the root 
causes of the financial crisis; and
(2) submit a report to the Congress and the 
President, and transmit a copy to the Secretary of 
the Treasury, containing the findings and conclu-
sions of the Comptroller General with respect to the 
study under paragraph (1), together with such rec-
ommendations for legislative and administrative ac-
tion as the Comptroller General may determine to be 
appropriate before the end of the 6-month period be-
ginning on the date of the enactment of this Act. 
SEC. 902. TREASURY STRATEGY AND TIMELINE. 
Using the findings and conclusions of the Comptroller 
General in the report under section 901(2), within 30 
days, the Secretary of the Treasury shall issue an overall 
strategy and timeline for implementing the recommenda-
tions contained in the report with the goal of financial sta-
bility and the well-being of taxpayers. 
TITLE 
X—AGENCY 
MBS 
PUR-
CHASE 
PROGRAM 
DISCLO-
SURE 
SEC. 1001. DISCLOSURE REQUIRED. 
Not later than 1 month after the date of the enact-
ment of this Act, the Chairman of the Board of Governors 
of the Federal Reserve System shall issue to the Congress 
a report disclosing—
(1) the details of the competitive request for 
proposal process that was used to select the invest-
ment managers of the Federal Reserve System’s 
Agency Mortgage-Backed Security Purchase Pro-
gram announced by the Federal Reserve System on 
November 25, 2008; 
(2) all details of the contracts, including con-
tract price, made between the Federal Reserve Sys-
tem and such investment managers; and 
(3) steps that each such investment manager 
has taken to ensure that the investment manager 
has appropriately segregated the investment man-
agement team that implements the Agency Mort-
gage-Backed Security Purchase Program from other 
advisory and propriety trading activities undertaken 
by the investment manager and the members of the 
investment management team. 
Passed the House of Representatives January 21, 
2009. 
Attest: 
Clerk.
111TH CONGRESS 
1ST SESSION 
H. R. 384 
AN ACT 
To reform the Troubled Assets Relief Program of 
the Secretary of the Treasury and ensure ac-
countability under such Program.